Bunge Global SA (Form: 8-K12G3, Received: 11/01/2023 06:17:05)

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

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2023 (October 31, 2023)

BUNGE GLOBAL SA

(Exact name of Registrant as specified in its charter)

Switzerland
(State or other jurisdiction
of incorporation)

001-16625
(Commission File Number)

98-1743397
(I.R.S. Employer Identification
No.)

Route de Florissant 13,

1206 Geneva, Switzerland

(Address of registered office and principal executive offices)

N.A.

(Zip code)

1391 Timberlake Manor Parkway
Chesterfield, Missouri
(Address of corporate headquarters)

63017

(Zip code)

(314) 292-2000

(Registrant’s telephone number, including area code)

BUNGE LIMITED

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Registered Shares, $0.01 par value per share		BG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

At 12:01 a.m., Eastern Time, on November 1, 2023 (the “Effective Time”), Bunge Limited, a Bermuda company (“Bunge Bermuda”), completed the previously disclosed Bermuda Law Scheme of Arrangement (the “Scheme of Arrangement”) that effected certain transactions (the “Redomestication”) resulting in the shareholders of Bunge Bermuda becoming the holders of all the issued and outstanding common shares of Bunge Global SA, a Swiss corporation (“Bunge Global”).

As previously disclosed, the Redomestication was approved by Bunge Bermuda's shareholders at an extraordinary general meeting held on October 5, 2023. The terms and conditions of the Scheme of Arrangement were sanctioned by the Bermuda Court by an order (“Order”) and the Order was delivered to the Registrar of Companies in Bermuda as required by Section 99 of the Companies Act 1981 of Bermuda.

In connection with the Redomestication, Bunge Bermuda, Bunge Global and Bunge MergerCo (as defined below), entered into the Agreement and Plan of Merger (as defined below), pursuant to which, among other things:

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Bunge Bermuda merged with and into Bunge MergerCo, following which Bunge Bermuda survived as a direct, wholly-owned subsidiary of Bunge Global; and

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Each common share of Bunge Bermuda, par value $0.01 per share (the “BLTD Shares”), was cancelled in exchange for an equal number of registered shares of Bunge Global, par value $0.01 per share (the “Bunge Global Shares”).

Prior to the opening of trading on the New York Stock Exchange (the “NYSE”) on November 1, 2023, the BLTD Shares were suspended from trading, and the Bunge Global Shares were listed and commenced trading on the NYSE under the ticker symbol “BG” on the same day. Bunge Global expects NYSE to file a Form 25 to delist the Common Shares from NYSE and from registration under Section 12(b) of the Exchange Act and will file a Form 15 with the SEC to terminate the registration under the Exchange Act of BLTD Shares and suspend all its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act 10 days after the date such Form 25 is filed.

The Bunge Global Shares were exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Pursuant to Rule 12g-3(a) under the Exchange Act, Bunge Global is the successor issuer to Bunge Bermuda, the Registered Shares are deemed to be registered under Section 12(b) of the Exchange Act, and Bunge Global is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder.

The Bunge Global Shares began trading on NYSE under the symbol “BG,” which is the same symbol under which the BLTD Shares were previously traded. The CUSIP number for the Bunge Global Shares is H11356104.

Item 1.01

Entry into Material Definitive Agreements

Agreement and Plan of Merger

On October 31, 2023, in connection with the Redomestication, Bunge Bermuda, Horizon Merger Company Limited, a Bermuda exempted company newly formed for the purpose of merging with Bunge Bermuda in the Redomestication (“Bunge MergerCo”), and Bunge Global entered into an Agreement and Plan of Merger (the “Agreement and Plan of Merger”), pursuant to which Bunge Bermuda merged with and into Bunge MergerCo, following which, Bunge Bermuda survived as a direct, wholly-owned subsidiary of Bunge Global. A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 2.1.

Amendment to Credit Facilities

Pursuant to amendments previously disclosed on June 21, 2023, effective in connection with the consummation of the Redomestication, Bunge Global assumed all of the guarantees of Bunge Bermuda under the credit facilities of Bunge Limited Finance Corp. (“Bunge Finance”) and Bunge Finance Europe B.V. (“Bunge Finance Europe”), each of which became a wholly owned subsidiary of Bunge Global following the Redomestication.

Supplemental Indentures

Effective in connection with the consummation of the Redomestication, Bunge Global also executed supplemental indentures with U.S. Bank Trust Company, National Association to guarantee the obligations of Bunge Finance under its existing indentures relating to the 1.63% Senior Notes due 2025, 3.25% Senior Notes due 2026, 3.75% Senior Notes due 2027 and 2.75% Senior Notes due 2031, respectively.

The foregoing descriptions of these supplemental indentures do not purport to be complete and are qualified in their entirety by reference to the full text thereof included as Exhibits 4.1 to 4.4 hereto and incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Effective in connection with the consummation of the Redomestication, Bunge Global assumed all of the guarantees of Bunge Bermuda under the existing credit agreements and senior notes of Bunge Finance and Bunge Finance Europe, each of which became a wholly owned subsidiary of Bunge Global following the Redomestication.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities

The information included under the Introductory Note and Item 5.03 hereof are incorporated by reference in this Item 3.02.

Item 3.03

Material Modification to the Rights of Security Holders

The information included under the Introductory Note and Item 5.03 hereof are incorporated by reference in this Item 3.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Directors and Executives

As previously outlined in Bunge Bermuda’s definitive proxy statement filed with the SEC on August 7, 2023 (the “Redomestication Proxy Statement”), as of November 1, 2023, following completion of the Redomestication, the directors and executive officers of Bunge Bermuda immediately prior to the completion of the Redomestication became the directors and executive officers of Bunge Global. Bunge Global’s directors (whose terms run until the 2024 annual general meeting of Bunge Global) are Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk.

In addition, as of November 1, 2023, following completion of the Redomestication, Bunge Global’s Board of Directors replicated the committees of the Board of Directors that previously were in place for Bunge Bermuda, which are the Audit Committee, the Human Resources and Compensation Committee, the Enterprise Risk Management Committee, the Corporate Governance and Nominations Committee and the Sustainability and Corporate Responsibility Committee.

Employee Incentive Plans and Awards

Effective as of November 1, 2023, Bunge Bermuda amended and restated the 2009 Bunge Equity Incentive Plan, the Bunge 2016 Equity Incentive Plan and the Bunge 2017 Non-Employee Director Equity Incentive Plan (collectively, the “Plans”) to provide for the issuance of Bunge Global Shares instead of the BLTD Shares in connection with the awards under the Plans. Additionally, the amendments to the Plans include changes to comply with Swiss law regarding minimum payment for shares, share sourcing, the form of shares, data protection and forfeiture of restricted shares.

A copy of each Plan, as amended, is filed herewith as Exhibit 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference, and the foregoing summary of the Plans is qualified in its entirety by reference to such exhibits.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Company’s Swiss Articles of Association and Organizational Regulations became effective as of the completion of the Redomestication on November 1, 2023. Set forth below is a description of the share capital of Bunge Global.

DESCRIPTION OF BUNGE GLOBAL SHARES

The following description of Bunge Global’s share capital is a summary. This summary is not complete and is subject to the complete text of Bunge Global’s Articles of Association and Organizational Regulations (the latter being analogous to bylaws) attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. Bunge Global encourages you to read those documents carefully. The Articles of Association include certain share, share capital and par value numbers that were intentionally left blank in the applicable annex to the Redomestication Proxy Statement.

Capital Structure

The Common Shares are the only outstanding shares of Bunge Global.

Issued Share Capital: In connection with the Redomestication, Bunge Global issued one Common Share, in exchange for, on a one-for-one basis, each issued and outstanding Bunge Bermuda common share. Bunge Global also issued 16,141,494 treasury shares to Bunge Bermuda for future use, to satisfy Bunge Global’s obligations to deliver Common Shares in connection with awards granted under equity incentive plans and for such other purposes as Bunge Global’s board of directors may determine. Bunge Global assumed Bunge Bermuda’s existing obligation to deliver shares under such equity incentive plans. As of October 31, 2023, the registered share capital of Bunge Global is 161,429,472, comprising of 161,429,472 Common Shares, including 16,141,494 treasury shares.

Capital Band: Bunge Global has a capital band ranging from $1,291,435.78 (lower limit) to $2,421,442.08 (upper limit) and Bunge Global’s board of directors is authorized to increase or reduce, within such range, the share capital once or several times and in any (partial) amount or to cause Bunge Global or any of Bunge Global’s group of companies to acquire (including under a share repurchase program) Common Shares directly or indirectly, until October 19, 2028, without shareholder approval. Approximately 65.6 million shares are reserved for issuance as consideration in connection with the anticipated completion of business combination agreement with Viterra Limited ("Viterra Acquisition").

In the event of a share issuance within Bunge Global’s capital band, Bunge Global’s board of directors determines all relevant terms of the issuance, including the date of the issuance, the issuance price, the type of contribution, the beginning date for dividend entitlement and, subject to the provisions of Bunge Global’s articles of association, the conditions for the exercise of the subscription rights with respect to the issuance. Bunge Global’s board of directors may allow subscription rights that are not exercised to expire, or it may place such rights or Common Shares, the subscription rights of which have not been exercised, at market conditions or use them otherwise in the interest of Bunge Global. After October 19, 2028, the capital band will be available to Bunge Global’s board of directors for issuance of additional Common Shares only if the authorization is reapproved by shareholders.

In a share issuance based on Bunge Global’s capital band, Bunge Global’s shareholders have subscription rights to obtain newly issued Common Shares in an amount proportional to the par value of the Common Shares they already hold. However, Bunge Global’s board of directors may withdraw or limit these subscription rights in certain circumstances as set forth in Bunge Global’s articles of association, including in connection with the Viterra Acquisition.

Conditional Share Capital: Bunge Global’s articles of association provide for a conditional capital that authorizes the issuance of additional Common Shares up to a maximum amount of 20% of the share capital registered in the commercial register (corresponding to up to 32,285,894 Common Shares) without obtaining additional shareholder approval. These Common Shares may be issued:

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with respect to up to 19,371,536 fully paid-in Common Shares, further to the exercise or conversion, exchange, option, warrant, subscription or other rights to acquire Common Shares or through obligations to acquire Common Shares or further to obligations to acquire Common Shares that are or were granted to or imposed upon shareholders or third parties alone or in connection with bonds, notes, loans, options, warrants or other securities or contractual obligations of Bunge Global or any of Bunge Global’s group companies; or

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with respect to up to 12,914,358 fully paid-in Common Shares, to members of Bunge Global’s board of directors, members of the executive management team, officers, employees, contractors or consultants of Bunge Global or Bunge Global’s group companies, or other persons providing services to Bunge Global or Bunge Global’s group companies under the terms of Bunge Global’s equity incentive plans.

In connection with the issuance of bonds, notes, loans, options, warrants or other securities or contractual obligations convertible into or exercisable or exchangeable for Bunge Global’s Common Shares, Bunge Global’s board of directors is authorized to withdraw or limit the advance subscription rights of shareholders in certain circumstances.

The subscription rights of shareholders are excluded with respect to Common Shares issued to members of Bunge Global’s board of directors, members of the executive management team, officers, employees, contractors, consultants or other persons providing services to Bunge Global or any of Bunge Global’s group companies under the terms of Bunge Global’s equity incentive plans.

Other Classes or Series of Shares: Bunge Global’s board of directors may not create shares with increased voting powers without the affirmative resolution adopted by shareholders holding at least two-thirds of the voting rights and a majority of the par value of the Common Shares represented at a general meeting.

Subscription Rights and Advance Subscription Rights

Under the Swiss Code of Obligations (the “Swiss Code”), the prior approval of a general meeting of shareholders is generally required to authorize the issuance, or authorization of the board of directors for the later issuance, of Common Shares, or rights to subscribe for, or convert into, Common Shares (which rights may be connected to debt instruments or other financial obligations). In addition, the existing shareholders will have subscription rights in relation to such Common Shares or rights in proportion to the respective par values of their holdings. The shareholders may, with the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the Common Shares represented at the general meeting, withdraw or limit the subscription rights for valid reasons (such as a merger, an acquisition or any of the reasons authorizing Bunge Global’s board of directors to withdraw or limit the subscription rights of shareholders in the context of the capital band as described below).

If the general meeting of shareholders has approved the creation of a capital band or conditional share capital, it will generally delegate the decision whether to withdraw or limit the subscription rights (with respect to the issuance of new Common Shares) and advance subscription rights (with respect to the issuance of convertible or similar instruments) for valid reasons to Bunge Global’s board of directors. Bunge Global’s articles of association provide for this delegation with respect to Bunge Global’s capital band and conditional share capital in the circumstances described below under “—Capital Band” and “—Conditional Share Capital.”

Capital Band: Bunge Global’s board of directors is authorized to withdraw or limit the subscription rights with respect to the issuance of Common Shares based on the capital band and allocate such rights to third parties (including individual shareholders), the company or any of its group companies:

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for purposes of issuing the share consideration upon and subject to the completion of the Viterra Acquisition;

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if the issue price of the new Common Shares is determined by reference to the market price;

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for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of existing shareholders;

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for the acquisition of companies, part(s) of companies or investments thereof, for the acquisition of products, intellectual property or licenses by or for investment projects of Bunge Global or any of Bunge Global’s group companies, or for the financing or refinancing of any of such transactions through a placement of Common Shares;

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for purposes of broadening Bunge Global’s shareholder constituency in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new Common Shares on domestic or foreign stock exchanges;

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for purposes of granting an over-allotment option of up to 20% of the total number of Common Shares in a placement or sale of Common Shares to the respective initial purchaser(s) or underwriter(s); or

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for the participation of members of Bunge Global’s board of directors, members of the executive management team, officers, employees, contractors, consultants or other persons performing services for the benefit of Bunge Global or any of Bunge Global’s group companies.

Conditional Share Capital: In connection with the issuance of bonds, notes, loans, options, warrants or other securities or contractual obligations convertible into or exercisable or exchangeable for Bunge Global’s Common Shares, the subscription rights of shareholders are excluded and Bunge Global’s board of directors is authorized to withdraw or limit the advance subscription rights of shareholders with respect to Common Shares issued from Bunge Global’s conditional share capital if (1) there is a valid reason to withdraw or limit subscription rights of shareholders in connection with the issuance of shares based on the capital band (see immediately above) or (2) the bonds or similar instruments are issued on appropriate terms.

If the advance subscription rights are withdrawn or limited:

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the acquisition price of the Common Shares shall be set considering the market price prevailing at the date on which the instruments or obligations are issued and;

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the instruments or obligations may be converted, exchanged or exercised during a maximum period of 30 years from the date of the relevant issuance of or entry into the instruments or obligations.

The subscription rights and the advance subscription rights of shareholders are excluded with respect to Common Shares issued from Bunge Global’s conditional share capital to members of Bunge Global’s board of directors, members of the executive management team, officers, employees, contractors, consultants or other persons providing services to Bunge Global or any of Bunge Global’s group companies under the terms of Bunge Global’s equity incentive plans.

Distributions of Dividends

Under Swiss law, distributions of dividends may be paid out only if the company has sufficient distributable profits from the previous fiscal years, or if the company has freely distributable reserves, including out of capital contribution reserves, each as will be presented on the balance sheet included in the annual standalone statutory financial statements of Bunge Global. The affirmative vote of shareholders holding a majority of the votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) must approve distributions of dividends. Bunge Global’s board of directors may propose to shareholders that a distribution of dividend be paid but cannot itself authorize the dividend.

Under the Swiss Code, if Bunge Global’s statutory reserves amount to less than 20% of the share capital recorded in the commercial register (i.e., 20% of the aggregate par value of Bunge Global’s registered capital), then at least 5% of Bunge Global’s annual profit must be allocated to the statutory profit reserve. The Swiss Code and Bunge Global’s articles of association permit Bunge Global to accrue additional reserves. In addition, Bunge Global is required to create a special reserve on its stand-alone annual statutory balance sheet in the amount of the purchase price of Common Shares any of its group companies repurchase, which amount may not be used for dividends or subsequent repurchases. Common Shares held directly by Bunge Global are presented on the stand-alone annual statutory balance sheet as a reduction of total shareholders' equity.

Swiss companies generally must maintain a separate company, stand-alone “statutory” balance sheet for the purpose of, among other things, determining the amounts available for the return of capital to shareholders, including by way of a distribution of dividends. Bunge Global’s auditor must confirm that a dividend proposal made to shareholders complies with the requirements of the Swiss Code and Bunge Global’s articles of association. Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment; however, it is also possible to pay dividends or other distributions in, for example, quarterly instalments. Bunge Global’s articles of association provide that dividends that have not been claimed within five years after the due date become Bunge Global’s property and are allocated to the statutory profit reserves.

We expect to declare any distribution of dividends and other capital distributions in U.S. dollars.

Repurchases of Common Shares

The Swiss Code limits a company’s ability to hold or repurchase its own common shares. Bunge Global may only repurchase Common Shares if and to the extent that sufficient freely distributable reserves are available, as described above. The aggregate par value of all the Common Shares held by Bunge Global may not exceed 10% of the registered share capital. However, Bunge Global may repurchase Bunge Global’s Common Shares beyond the statutory limit of 10% if the shareholders have passed a resolution at a general meeting of shareholders (including as part of the capital band provision included in Bunge Global’s articles of association) authorizing Bunge Global’s board of directors to repurchase Common Shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Any Common Shares repurchased pursuant to such an authorization will then be cancelled either upon the approval of shareholders holding a majority of votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority) or, if the authorization is contained in the capital band provision of Bunge Global’s articles of association, upon Bunge Global’s board of directors effecting the cancellation based on the authority granted to it in the capital band provision. Repurchased Common Shares held by Bunge Global do not carry any rights to vote at a general meeting of shareholders but are entitled to the economic benefits generally associated with the shares.

Reduction of Share Capital

Capital distributions may also take the form of a distribution of cash or property that is based upon a reduction of Bunge Global’s share capital recorded in the commercial register. Such a capital reduction requires the approval of shareholders holding a majority of votes cast at a general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority). A special audit report must confirm that creditors’ claims remain fully covered despite the reduction in the share capital recorded in the commercial register. On or before the approval by the general meeting of shareholders of the capital reduction, Bunge Global’s board of directors must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce and notify creditors that they may request, within thirty days, satisfaction of or security for their claims (to the extent that the coverage of creditors' claims prior to the capital reduction has been reduced). The obligation to provide security does not apply if the reduction of the share capital does not jeopardize the satisfaction of the creditors' claims. If an unqualified special audit report is available, the law presumes that creditors' claims are not jeopardized. The presumption may be rebutted by creditors in exceptional circumstances.

General Meetings of Shareholders

The general meeting of shareholders is Bunge Global’s supreme corporate body. Ordinary and extraordinary shareholders' meetings may be held. Among other things, the following powers will be vested exclusively in the general meeting of shareholders:

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adoption and amendment of Bunge Global’s articles of association;

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election of the chair and the members of Bunge Global’s board of directors, the members of the compensation committee, the auditor and the independent voting rights representative;

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approval of the annual management report, the stand-alone statutory financial statements and the consolidated financial statements;

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approval on the allocation of profit shown on the balance sheet contained in the stand-alone statutory financial statements of the company, in particular the determination of dividend and other capital distributions to shareholders (including by way of repayment of statutory capital reserve (such as in the form of qualifying capital contribution reserves));

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discharge of the members of Bunge Global’s board of directors and the persons entrusted with management from liability for business conduct to the extent such conduct is known to the shareholders;

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the approval of the compensation of Bunge Global’s board of directors and the executive management team pursuant to the articles of association, and the advisory vote on the report (established under Swiss law) pertaining to the compensation of Bunge Global’s board of directors and executive management in the prior fiscal year;

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the delisting of Bunge Global’s equity securities;

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the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code; and

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any other resolutions that are submitted to a general meeting of shareholders pursuant to law, Bunge Global’s articles of association or by voluntary submission by Bunge Global’s board of directors (unless a matter is within the exclusive competence of Bunge Global’s board of directors pursuant to the Swiss Code).

Under the Swiss Code and Bunge Global’s articles of association, Bunge Global must hold an annual, ordinary general meeting of shareholders within six months after the end of its fiscal year for the purpose, among other things, of approving the annual (standalone and consolidated) financial statements and the annual management report, annually electing the chair of Bunge Global’s board of directors and the directors, the members of the compensation committee, and annually approving the maximum aggregate compensation payable to Bunge Global’s board of directors and the members of the executive management team. The invitation to general meetings may, at the election of Bunge Global’s board of directors, be published in the Swiss Official Gazette of Commerce, be included in the proxy statement filed in connection with the relevant ordinary general meeting, or given to the most recent contact information of the shareholders at least 20 calendar days prior to the relevant general meeting of shareholders. No resolutions may be passed at a shareholders' meeting concerning agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders' meeting to convene an extraordinary meeting, to initiate a special investigation or to elect an auditor. No previous notification will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.

Annual general meetings of shareholders may be convened by Bunge Global’s board of directors or, under certain circumstances, by the auditor. A general meeting of shareholders can be held in Switzerland or abroad. Bunge Global expects to set the record date for each general meeting of shareholders on a date not more than 20 calendar days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the record date.

An extraordinary general meeting may be called in the circumstances provided by law, the resolution of Bunge Global’s board of directors or, under certain circumstances, by the auditor. In addition, Bunge Global’s board of directors is required to convene an extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested by shareholders holding an aggregate of at least 5% of the Common Shares or votes, specifying the items for the agenda and their proposals. Bunge Global’s board of directors may include any additional agenda items or proposals. If Bunge Global’s board of directors does not comply with the request to publish the notice of the extraordinary general meeting within a reasonable period of time, but at the latest within 60 days, the requesting shareholders may request the court to order that the meeting be convened.

Under Bunge Global’s articles of association, shareholders who hold, alone or together, at least 0.5% of the share capital or votes and are insofar recorded in the share register may request that an item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one or more directors for election. A request for inclusion of an item on the agenda must be in writing and received by Bunge Global at least 120 but not more than 150 calendar days prior to the meeting. To nominate a nominee, the shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in the Bunge Global’s proxy materials) on which Bunge Global’s definitive proxy statement for the prior year’s annual general meeting was first released to Bunge Global’s shareholders, deliver a notice to, and such notice must be received by, Bunge Global at its registered office; provided, however, that if the annual general meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that Bunge Global first make public disclosure regarding such other meeting date. The request must specify the relevant agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC.

Under the Swiss Code, a general meeting of shareholders for which a notice of meeting has been duly published may not be adjourned without publishing a new notice of meeting.

Voting

Each Common Share carries one vote at a general meeting of shareholders. Voting rights may be exercised by shareholders registered in Bunge Global’s share register, through the independent voting rights representative elected by shareholders at each annual general meeting, their legal representative or, on the basis of a written proxy, by any other representative who need not be a shareholder.

Shareholders wishing to exercise their voting rights who hold their shares through a broker, bank or other nominee should follow the instructions provided by such broker, bank or other nominee or, absent instructions, contact such broker, bank or other nominee for instructions. Shareholders holding their shares through a broker, bank or other nominee will not automatically be registered in Bunge Global’s share register. If any such shareholder wishes to be registered in Bunge Global’s share register, such shareholder should contact the broker, bank or other nominee through which it holds Bunge Global’s Common Shares.

Our articles of association do not limit the number of Common Shares that may be voted by a single shareholder.

Treasury shares, whether owned by Bunge Global or one of Bunge Global’s controlled subsidiaries, will not be entitled to vote at general meetings of shareholders.

Pursuant to the Swiss Code, shareholders have the exclusive right to determine the following matters:

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adoption and amendment of Bunge Global’s articles of association;

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election of members of Bunge Global’s board of directors, its chair, the members of the compensation committee, the independent voting rights representative, and the statutory auditor;

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approval of the annual business report, the stand-alone statutory financial statements and the consolidated financial statements;

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discharge of the members of Bunge Global’s board of directors and the persons entrusted with management from liability for previous business conduct to the extent such conduct is known to the shareholders;

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the delisting of Bunge Global’s equity securities;

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the approval of the report on non-financial matters pursuant to article 964c CO; and

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Pursuant to Bunge Global’s articles of association, the shareholders generally pass resolutions by the affirmative vote of a majority of the votes cast at the meeting (broker nonvotes, abstentions and blank and invalid ballots will be disregarded), unless otherwise provided by law or Bunge Global’s articles of association. In an election in which the number of candidates exceeds the number of the respective positions that are on the agenda at the general meeting, the candidates are elected by a plurality of the votes cast at the general meeting, such that the candidates receiving the most affirmative votes (up to the number of candidates to be elected) are elected and a majority votes cast shall not be a prerequisite to the election.

In addition, the NYSE requires a shareholder vote for certain matters such as:

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the approval of equity compensation plans (or certain amendments to such plans);

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the issuance of shares equal to or in excess of 20% of the voting power of the shares outstanding before the issuance of such shares (subject to certain exceptions, such as public offerings for cash and certain bona fide private placements);

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certain issuances of shares to related parties; and

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issuances of shares that would result in a change of control.

For these types of matters, the minimum vote which will constitute shareholder approval for NYSE listing purposes is the approval by a majority of votes cast, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.

The Swiss Code requires the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the Common Shares, each as represented at a general meeting to approve the following matters:

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the amendment to or the modification of Bunge Global’s corporate purpose;

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the consolidation of shares listed on a stock exchange;

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an increase in share capital through the conversion of equity surplus, against contributions in kind or by way of set-off with a receivable and the granting of special privileges;

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the limitation or withdrawal of subscription rights;

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the introduction of conditional share capital or the introduction of a capital band;

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the restriction of the transferability of Common Shares and the cancellation of such restriction(s);

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the introduction of shares with privileged voting rights;

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the change of currency of the share capital;

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the introduction of the casting vote of the acting chair in the general meeting;

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the delisting of Bunge Global’s equity securities;

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the relocation of Bunge Global’s place of incorporation;

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the introduction of an arbitration provision in the articles of association; and

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the dissolution of Bunge Global.

The same supermajority voting requirements apply to resolutions in relation to transactions among corporations based on the Merger Act, including a merger, demerger or conversion of a corporation (other than a cash-out or certain squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the acquiring company or of another company—in such a merger, an affirmative vote of 90% of the outstanding Common Shares is required). Swiss law may also impose this supermajority voting requirement in connection with the sale of “all or substantially all of its assets” by us.

Proxy Access

For any general meeting, a shareholder may submit a request to Bunge Global to include a nominee in the company’s proxy statement. A request for inclusion of a nominee must be in writing and received by Bunge Global at least 120 but not more than 150 calendar days prior to the anniversary of the general meeting for the preceding year. If the shareholder’s request includes all required information and documents, Bunge Global shall include in its proxy statement the name of the shareholder’s nominee for election, any required disclosures about the shareholder’s nominee, and the shareholder’s statement of support for the nominee (which may not exceed 500 words). Bunge Global may also include, in its exclusive discretion, additional information relating to the nominee, including any statement in opposition to the nomination.

Say on Pay

Bunge Global is required to hold non-binding shareholder advisory votes on executive compensation required by SEC rules. Bunge Global holds these advisory votes on an annual basis. In addition, under Swiss law, Bunge Global is required to hold annual binding shareholder votes on the prospective maximum aggregate amount of compensation of each of the board of directors (for the period between annual meetings) and the executive management team (for the fiscal year commencing after the annual general meeting at which ratification is sought). Shareholders are further required to vote at each annual general meeting, on an advisory basis, on the compensation report (established under Swiss law) regarding the compensation of the members of the Board of Directors and the executive management team in the preceding fiscal year.

Environmental, Social and Governance (“ESG”) Matters

Pursuant to article 964a et seq. of the Swiss Code, Bunge Global will be required to establish a report on non-financial matters covering the following matters: (1) environmental matters, in particular the CO2 goals; (2) social issues; (3) employee-related issues; (4) respect for human rights; and (5) combating corruption. The report must contain the information required to understand the business performance, the business result, the state of the undertaking and the effects of its activity on the above non-financial matters.

More particularly, the report must include: (1) a description of the business model; (2) a description of the policies adopted in relation to the matters referred to above, including the due diligence applied; (3) a presentation of the measures taken to implement these policies and an assessment of the effectiveness of these measures; (4) a description of the main risks related to the above matters and how the undertaking is dealing with these risks; in particular (a) risks that arise from the undertaking’s own business operations, and (b) provided this is relevant and proportionate, risks that arise from its business relationships, products or services; and (5) the main performance indicators for the undertaking’s activities in relation to the above matters.

The board of directors will be required to submit the report to shareholders for approval by the annual general meeting, for the first time in 2024 in relation to financial year 2023.

Quorum for General Meetings

Pursuant to Bunge Global’s articles of association, the presence of shareholders at the commencement of a general meeting, in person or by proxy, holding at least a majority of the Common Shares recorded in Bunge Global’s share register and generally entitled to vote at a meeting, is a quorum for adoption of any resolution or election at such general meeting. Bunge Global’s board of directors has no authority to waive the quorum requirements stipulated in the articles of association.

Inspection of Books and Records

Under the Swiss Code, a shareholder has a right to inspect the share register with regard to its, his or her own shares and otherwise to the extent necessary to exercise its, his or her shareholder rights. No other person has a right to inspect the share register. The books and correspondence of a Swiss company may be inspected with the express authorization of the general meeting of shareholders or by resolution of Bunge Global’s board of directors and subject to the safeguarding of the company’s business secrets. At a general meeting of shareholders, any shareholder is entitled to request information from Bunge Global’s board of directors concerning the affairs of the company. Shareholders may also ask the auditor questions regarding its audit of the company. Bunge Global’s board of directors and the auditor must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to safeguarding prevailing business secrets or other material interests of Bunge Global.

Special Investigation

If the shareholders’ inspection and information rights as outlined above prove to be insufficient, any shareholder may propose to the general meeting of shareholders that specific facts be examined by a special commissioner in a special investigation. If the general meeting of shareholders approves the proposal, Bunge Global or any shareholder may, within three months after the general meeting of shareholders, request the court at Bunge Global’s registered office to appoint a special commissioner. If the general meeting of shareholders rejects the request, one or more shareholders representing at least 5% of the share capital or voting rights may request the court to appoint a special commissioner. The court will issue such an order if the petitioners can demonstrate that Bunge Global’s board of directors, any of Bunge Global’s directors or officers infringed the law or Bunge Global’s articles of association and thereby damaged the company or the shareholders. The costs of the investigation would generally be allocated to Bunge Global and only in exceptional cases to the petitioners.

Compulsory Acquisitions; Appraisal Rights

Business combinations and other transactions that are binding on all shareholders are governed by the Merger Act. A statutory merger or demerger requires that at least 66 2/3% of the Common Shares and a majority of the par value of the Common Shares represented at the general meeting of shareholders vote in favor of the transaction. Under the Merger Act, a “demerger” may take two forms:

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a legal entity may divide all of its assets and transfer such assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities and the transferring entity dissolving upon deregistration in the commercial register; or

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a legal entity may transfer all or a portion of its assets to other legal entities, with the shareholders of the transferring entity receiving equity securities in the acquiring entities.

If a transaction under the Merger Act receives all of the necessary consents, all shareholders would be compelled to participate in the transaction.

Swiss companies may be acquired by an acquirer through the direct acquisition of the share capital of the Swiss company. With respect to corporations limited by shares, such as us, the Merger Act provides for the possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding Common Shares. In these limited circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of a parent company of the acquiring company or of another company). For business combinations effected in the form of a statutory merger or demerger and subject to Swiss law, the Merger Act provides that if the equity rights have not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court to determine a reasonable amount of compensation.

In addition, under Swiss law, the sale of “all or substantially all of its assets” by Bunge Global may require a resolution of the general meeting of shareholders passed by holders of at least two-thirds of the voting rights and a majority of the par value of the Common Shares, each as represented at the general meeting of shareholders. Whether or not a shareholder resolution is required depends on the particular transaction, including whether the following test is satisfied:

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the company sells a core part of its business, without which it is economically impracticable or unreasonable to continue to operate the remaining business;

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the company’s assets, after the divestment, are not invested in accordance with the company’s statutory business purpose; and

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the proceeds of the divestment are not earmarked for reinvestment in accordance with the company’s business purpose but, instead, are intended for distribution to shareholders or for financial investments unrelated to the company’s business.

If all of the foregoing apply, a shareholder resolution would likely be required.

Anti-Takeover Provisions

Our articles of association have provisions that could have an anti-takeover effect. These provisions are intended to enhance the likelihood of continuity and stability in the composition of Bunge Global’s board of directors and in the policies formulated by Bunge Global’s board of directors and may have the effect of discouraging actual or threatened changes of control by limiting certain actions that may be taken by a potential acquirer prior to its having obtained sufficient control to adopt a special resolution amending Bunge Global’s articles of association.

Under Swiss law, directors may at any time, with or without cause, be removed from office by resolution of the shareholders at a general meeting of shareholders holding the majority of the votes cast at the general meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority), provided that a proposal for such resolution has been put on the agenda for the meeting in accordance with the requirements of the Swiss Code and Bunge Global’s articles of association.

Under Swiss law, there is generally no prohibition of business combinations with interested shareholders. Any transactions of a company with interested shareholders must be done at arm's length terms and may not be unduly discriminatory to other shareholders. In certain circumstances, shareholders and members of Bunge Global’s board of directors of Swiss companies, as well as certain persons associated with them, must refund any payments they receive that are not made on an arm’s length basis.

Our articles of association include a capital band provision, according to which Bunge Global’s board of directors is authorized, at any time during a five-year period, to limit or withdraw the subscription rights of the existing shareholders in various circumstances.

Legal Name; Formation; Fiscal Year; Registered Office

The legal and commercial name of Bunge Global is Bunge Global SA. Bunge Global was initially formed on February 14, 2023. Bunge Global is incorporated and domiciled in Geneva, Switzerland, and operates under the Swiss Code as a stock corporation (Aktiengesellschaft). Bunge Global is recorded in the Commercial Register of the Canton of Geneva with the registration number CHE-318.451.510. Bunge Global’s fiscal year is the calendar year.

The address of Bunge Global’s registered office is Bunge Global SA, Route de Florissant 13, 1206 Geneva, Switzerland.

Corporate Purpose

Immediately prior to the Redomestication, Bunge Global was a subsidiary of Bunge Bermuda, and its business purpose was to acquire, hold, manage, exploit and sell, whether directly or indirectly, investments in businesses in Switzerland and abroad, in particular businesses that are involved in the utilization of agricultural resources, and to provide financing for this purpose. Upon completion of the Redomestication, Bunge Global became the new holding company of Bunge and its current business purpose is to acquire, hold, manage, exploit and sell, whether directly or indirectly, investments in businesses in Switzerland and abroad including, without limitation, the development, processing and marketing of agricultural fuel and other products and services. Bunge Global may engage in all other types of transactions that appear appropriate to promote, or are related to, its business purpose. Bunge Global may acquire, hold, manage, mortgage and sell real estate and intellectual property rights in Switzerland and abroad and may also fund other companies, in Switzerland or abroad.

Duration; Dissolution; Rights upon Liquidation

Bunge Global’s duration is unlimited. Bunge Global may be dissolved at any time with the approval of shareholders holding two-thirds of the voting rights and a majority of the par value of the Common Shares, each as represented at a general meeting. Dissolution by court order is possible if Bunge Global becomes bankrupt, or for cause at the request of shareholders holding at least 10% of Bunge Global’s share capital. Under Swiss law, any surplus arising out of liquidation, after the settlement of all claims of all creditors, will be distributed to shareholders in proportion to the paid-up par value of Common Shares held, with the difference between the par value plus qualifying capital contributions reserves and the amount of the distribution being subject to Swiss withholding tax requirements of 35%, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded between Switzerland and foreign countries. Bunge Global’s Common Shares carry no privilege with respect to such liquidation surplus.

Uncertificated Shares

The Common Shares are issued in uncertificated, book-entry form.

Stock Exchange Listing

The Common Shares are listed on the New York Stock Exchange and trade under the symbol “BG.”

No Sinking Fund

The Common Shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The Common Shares are duly and validly issued, fully paid and nonassessable.

No Redemption and Conversion

The Common Shares are not convertible into shares of any other class or series or subject to redemption either by Bunge Global or the holder of the Common Shares.

Transfer and Registration of Common Shares

No restrictions apply to the transfer of Bunge Global’s Common Shares. So long as and to the extent that the Common Shares are intermediated securities within the meaning of the Swiss Federal Intermediated Securities Act, (i) any transfer of the Common Shares is effected by a corresponding entry in the securities deposit account of a bank or a depository institution, (ii) none of the Common Shares can be transferred by way of assignment, and (iii) a security interest in any of the Common Shares cannot be granted by way of assignment. Any person who acquires the Common Shares may submit a request to Bunge Global to be entered into the share register as a shareholder with voting rights, provided such persons expressly declare that they have acquired the Common Shares in their own name and for their own account, that there is no agreement on the redemption of the Common Shares and that they bear the economic risk associated with the Common Shares. Bunge Global’s board of directors may record nominees who hold Common Shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share register of the Company. Beneficial owners of Common Shares who hold Common Shares through a nominee exercise the shareholders' rights through the intermediation of such nominee. Bunge Global’s share register will initially be kept by Computershare Inc., which acts as transfer agent and registrar. The share register reflects only record owners of the Common Shares. Swiss law does not recognize fractional share interests

Item 7.01

Regulation FD Disclosure

On November 1, 2023, Bunge Global issued a press release announcing the completion of the Redomestication and the declaration of a dividend. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, (filed as Exhibit 2.1 to Bunge Bermuda's Form 8-K filed on November 1, 2023 and incorporated herein by reference)
3.1		Articles of Association
3.2		Organizational Regulations
4.1		Second Supplemental Indenture, 1.63% Senior Notes due 2025, dated as of November 1, 2023 by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank Trust Company, National Association (including the form of note)
4.2		Second Supplemental Indenture, 3.25% Senior Notes due 2026 dated as of November 1, 2023 by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank Trust Company, National Association (including the form of note)
4.3		Second Supplemental Indenture, 3.75% Senior Notes due 2027 dated as of November 1, 2023 by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank Trust Company, National Association (including the form of note)
4.4		Second Supplemental Indenture, 2.75% Senior Notes due 2031 dated as of November 1, 2023 by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank Trust Company, National Association (including the form of note)
10.1		2009 Bunge Equity Incentive Plan, as amended and restated
10.2		Bunge 2016 Equity Incentive Plan, as amended and restated
10.3		Bunge 2017 Non-Employee Director Equity Incentive Plan, as amended and restated
99.1		Press Release, dated November 1, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bunge Global SA


	By:	/s/ John W. Neppl
		John W. Neppl
		Executive Vice President & Chief Financial Officer

Date: November 1, 2023

Exhibit 3.1

Statuts

de Bunge Global SA

(Bunge Global AG)

(Bunge Global Ltd)

Articles of Association

of Bunge Global SA

(Bunge Global AG)

(Bunge Global Ltd)

Statuts de Bunge Global SA / Articles of Association of Bunge Global SA

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	Section 1 Raison sociale, siège, but et durée de la Société		Section 1 Name, Place of Incorporation, Business Purpose and Duration of the Company

	Article 1		Article 1
Raison sociale, siège	Sous la raison sociale Bunge Global SA (Bunge Global AG), (Bunge Global Ltd) (la Société) existe une société anonyme avec siège à Genève, canton de Genève.	Name, Place of Incorporation	Under the name Bunge Global SA (Bunge Global AG) (Bunge Global Ltd) (the Company) shall exist a corporation with its place of incorporation in Geneva, Canton of Geneva.

	Article 2		Article 2
But	¹ La Société a pour but, directement ou indirectement, l'acquisition, la détention, la gestion, l'exploitation et l'aliénation de participations en Suisse et à l'étranger, y compris, notamment, le développement, la production, la transformation et la commercialisation de produits et services agricoles, combustibles et autres.	Purpose	¹ The purpose of the Company is to directly or indirectly acquire, hold, manage, exploit and dispose of equity participations in Switzerland and abroad, including, without limitation, the development, production, processing and marketing of agricultural, fuel and other products and services.
	²La Société peut exercer toutes autres activités qui semblent aptes à favoriser son but ou en rapport avec ce dernier.		²The Company may engage in all other types of transactions that appear appropriate to promote, or are related to, the purpose of the Company.
	³ La Société peut acquérir (en cas d'acquisition d'immeubles situés en Suisse, ceux-ci devront avoir une affectation exclusivement commerciale), détenir, gérer, mettre en gage, exploiter et aliéner des immeubles et des droits de propriété intellectuelle en Suisse et à l'étranger, ainsi que détenir ou financer d'autres sociétés, en Suisse ou à l'étranger, dans tout type d'activité.		³ The Company may acquire (in case of acquisition of real estate located in Switzerland, the real estate must be exclusively used for commercial purpose), hold, manage, mortgage, exploit and dispose of real estate and intellectual property rights in Switzerland and abroad and may also own or fund other companies, in Switzerland or abroad, in any type of business.

	Article 3		Article 3
Durée	La durée de la Société est illimitée.	Duration	The duration of the Company is unlimited.

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	Section 2 Capital-actions, actions		Section 2 Share Capital, Shares

	Article 4		Article 4
Capital-actions	Le capital-actions de la Société s'élève à USD 1'614'294.72 et est divisé en 161'429'472 actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune (chacune une Action et collectivement les Actions).	Share Capital	The share capital of the Company is USD 1,614,294.72 and is divided into 161,429,472 fully paid-in registered shares with a par value of USD 0.01 each (each a Share and collectively the Shares).

	Article 4a		Article 4a
Marge de fluctuation du capital	¹ La Société dispose d'une marge de fluctuation du capital allant de USD 1'291'435.78 (limite inférieure) à USD 2'421'442.08 (limite supérieure). Le conseil d'administration de la Société (le Conseil d'administration) peut, dans les limites de la marge de fluctuation, augmenter ou réduire le capital-actions, à tout moment ou occasionnellement, et de quelque montant (partiel) que ce soit, ou faire en sorte que la Société ou toute autre société du groupe acquière (y compris dans le cadre d'un programme de rachat d'actions) des Actions directement ou indirectement, jusqu'au 19 octobre 2028. L'augmentation ou la réduction du capital peut se faire par l'émission de jusqu'à 80'714'736 actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune, respectivement par l'annulation de jusqu'à 32'285'894 actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune, ou par une augmentation ou une réduction de la valeur nominale des Actions existantes ou encore par une réduction et une nouvelle augmentation simultanées du capital-actions. Le nombre d'Actions nouvelles à émettre ou d'Actions à annuler est ajusté à la hausse ou à la baisse par le Conseil d'administration si et quand le Conseil d'administration fait usage de l'autorisation qui lui est donnée d'émettre ou d'annuler des Actions dans les limites de la marge de fluctuation conformément au présent article 4a.	Capital Band	¹ The Company has a capital band ranging from USD 1,291,435.78 (lower limit) to USD 2,421,442.08 (upper limit). The Company's Board of Directors (the Board) is authorized within the capital band to increase or reduce the share capital at any time or from time to time and in any (partial) amounts or to cause the Company or any of its group companies to acquire (including under a share repurchase program) Shares directly or indirectly, until October 19, 2028. The capital increase or reduction may be effected by issuing up to 80,714,736 fully paid-in registered shares with a par value of USD 0.01 each or cancelling up to 32,285,894 fully paid-in registered shares with a par value of USD 0.01 each, as applicable, or by increasing or reducing the par value of the existing Shares or by a simultaneous reduction and re-increase of the share capital. The number of newly issuable Shares or Shares to be cancelled is subject to upward or downward adjustment by the Board if and when the Board makes use of its authority to issue or cancel Shares within the range of the capital band pursuant to this Article 4a.

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	² Des Actions peuvent également être émises ou annulées dans les limites de la marge de fluctuation en cas de fusion, consolidation, acquisition, offre publique d'acquisition ou toute autre transaction similaire (une Transaction Stratégique).			² Within the capital band, Shares may also be issued or cancelled in the event of a merger, consolidation, acquisition, public takeover or any other similar transaction (a Strategic Transaction).
	³ En cas d'augmentation du capital-actions dans les limites de la marge de fluctuation, le Conseil d'administration détermine le prix d'émission, la nature des apports (y compris en espèces, en nature, par compensation d'une créance et par la conversion des fonds propres dont la Société peut librement disposer), la date d'émission, les conditions d'exercice du droit de souscription préférentiel, le moment à partir duquel les Actions donneront droit à des dividendes, ainsi que toutes autres conditions d'émission pertinentes. Le Conseil d'administration peut faire en sorte que la Société émette des Actions nouvelles par un placement par prise ferme, un placement direct ou une transaction similaire par l'intermédiaire d'institutions financières, d'un consortium d'institutions financières ou d'un tiers, et par l'offre subséquente desdites Actions aux actionnaires actuels ou à des tiers (si les droits de souscription préférentiels des actionnaires actuels ont été supprimés ou n'ont pas été exercés). Le Conseil d'administration peut autoriser ou permettre, limiter ou exclure, le négoce des droits de souscription préférentiels. Il peut laisser s'éteindre les droits de souscription préférentiels qui n'ont pas été exercés ou placer ces droits ou les Actions pour lesquelles le droit de souscription préférentiel a été accordé mais n'a pas été exercé, aux conditions du marché ou utiliser ces droits et Actions d'une autre manière dans l'intérêt de la Société.			³In the event of a share capital increase within the capital band, the Board shall determine the issue price, the type of contribution (including a cash contribution, a contribution in kind, a set-off of a receivable and a conversion of freely disposable equity capital), the date of issue, the conditions for the exercise of subscription rights, the beginning date for dividend entitlement and all other relevant terms of issuance. The Board may cause the Company to issue new Shares by an underwritten offering, direct placement or a similar transaction through the intermediation of financial institutions, a syndicate of financial institutions or another third party and a subsequent offer of such Shares to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been exercised). The Board may authorize or permit, restrict or exclude the trading of subscription rights. It may permit the expiration of subscription rights that have not been exercised, or it may place such rights or Shares as to which subscription rights have been granted, but not exercised, at market conditions or may use these rights or Shares otherwise in the interest of the Company.

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⁴ En cas d'émission d'Actions, y compris en cas de Transaction Stratégique, le Conseil d'administration peut en outre limiter ou supprimer les droits de souscription préférentiels d'actionnaires actuels et les attribuer à des tiers (y compris à des actionnaires individuels), à la Société ou à toute société du groupe :

⁴ In the event of an issuance of Shares, including in the event of a Strategic Transaction, the Board is further authorized to limit or withdraw subscription rights of existing shareholders and allocate such rights to third parties (including individual shareholders), the Company or any of its group companies:

	(a)     si le prix d'émission des Actions nouvelles est déterminé en fonction du prix du marché ; ou			(a)     if the issue price of the new Shares is determined by reference to the market price; or
	(b)     pour créer des fonds propres de manière rapide et flexible, ce qui ne serait pas possible, ou possible qu'avec une grande difficulté ou à des conditions nettement moins favorables, sans la suppression du droit de souscription préférentiel des actionnaires actuels ; ou			(b)     for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favorable conditions, without the exclusion of the subscription rights of the existing shareholders; or
	(c)     pour l'acquisition de sociétés, de partie(s) de sociétés ou de participations, pour l'acquisition de produits, de droits de propriété intellectuelle, ou de licences par ou pour des projets d'investissement de la Société ou de l'une des sociétés du groupe, ou pour le financement ou le refinancement de telles transactions par le biais d'un placement d'Actions ; ou			(c)     for the acquisition of companies, part(s) of companies or participations, for the acquisition of products, intellectual property or licenses by or for investment projects of the Company or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of Shares; or
	(d)     pour élargir le cercle des actionnaires de la Société dans certains marchés financiers ou d'investisseurs, pour permettre la participation de partenaires stratégiques y compris d'investisseurs financiers ; ou			(d)     for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors; or
	(e)     en relation avec la cotation d'Actions nouvelles sur des bourses nationales ou étrangères ; ou			(e)     in connection with the listing of new Shares on domestic or foreign stock exchanges; or
	(f)     pour octroyer une option de surallocation (Greenshoe) allant jusqu'à 20 pour cent du nombre total d'Actions lors d'un placement ou d'une vente d'Actions à un ou des acheteurs initiaux ou à un ou des souscripteurs ; ou			(f)     for purposes of granting an over-allotment option (Greenshoe) of up to 20 percent of the total number of Shares in a placement or sale of Shares to the respective initial purchaser(s) or underwriter(s); or
	(g)     pour la participation de membres du Conseil d'administration, de membres de la direction, d'employés, de co-contractants, de consultants ou d'autres personnes fournissant des services à la Société ou à l'une des sociétés du groupe.			(g)     for the participation of members of the Board, members of the executive management, employees, contractors, consultants or other persons performing services for the benefit of the Company or any of its group companies.

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	⁵ En cas de modification de la valeur nominale des Actions, la valeur nominale des Actions nouvelles émises par la suite dans les limites de la marge de fluctuation est également modifiée.		⁵ In the event of a change of the par value of the Shares, the nominal value of the new Shares subsequently issued within the capital band shall also be changed.
	⁶En cas de réduction du capital-actions dans les limites de la marge de fluctuation, le Conseil d’administration détermine, l'affectation du montant de la réduction. Le Conseil d’administration peut notamment (i) rembourser le montant de la réduction aux actionnaires de la Société, (ii) allouer le montant de la réduction aux fonds propres librement disponibles de la Société, et/ou (iii) utiliser le montant de la réduction pour éliminer partiellement ou totalement un excédent passif selon l'article 653p CO. Le Conseil d'administration peut également, selon l’article 653q CO, réduire et simultanément augmenter à nouveau le capital-actions à concurrence d’un montant au moins équivalent.		⁶In the event of a reduction of the share capital within the capital band, the Board shall, determine the use of the reduction amount. The Board may in particular (i) repay the reduction amount to the Company's shareholders, (ii) allocate the reduction amount to the Company's freely available equity, and/or (iii) use the reduction amount as partial or full elimination of a share capital shortfall as provided for in article 653p of the CO. The Board may also, as provided for in article 653q of the CO, simultaneously reduce and increase the share capital to at least the previous amount.

	Article 4b		Article 4b
Capital conditionnel pour la participation des employés	¹ Le capital-actions peut être augmenté d'un montant maximum de USD 129’143.57 par l'émission de jusqu'à 12’914’357 actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune, en faveur des membres du Conseil d'administration ou de la Direction, directeurs, employés, co-contractants ou consultants de la Société ou de l'une des sociétés du groupe, ou à d'autres personnes fournissant des services à la Société ou à l'une des sociétés du groupe (les Bénéficiaires). L'émission d'actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune, conformément au présent article 4b peut également avoir lieu à la suite de l'exercice volontaire de droits ou l'exercice obligatoire d'obligations d'acquérir des Actions nouvelles, accordés, respectivement imposées, à l'un ou l'autre des Bénéficiaires.	Conditional Share Capital for Employee Participation	¹The share capital may be increased in an amount not to exceed USD 129,143.57 through the issuance of up to 12,914,357 fully paid-in registered shares with a par value of USD 0.01 each, to members of the Board or the Executive Management Team, officers, employees, contractors or consultants of the Company or any of its group companies, or other persons providing services to the Company or any of its group companies (the Beneficiaries). The issuance of fully paid-in registered shares with a par value of USD 0.01 each pursuant to this Article 4b may also occur as a result of the voluntary exercise of rights or the mandatory exercise of obligations to acquire new Shares granted, and imposed on, respectively, to any of the Beneficiaries.

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	² Le droit de souscription préférentiel et le droit de souscription prioritaire des actionnaires de la Société sont supprimés en relation avec, et ne s'appliqueront pas à une telle émission d'Actions nouvelles, ni aux droits ou obligations sur la base desquels les Actions nouvelles sont émises. Une telle émission d'Actions nouvelles, ou un tel exercice volontaire ou obligatoire de droits ou d'obligations d'acquérir des Actions a lieu conformément à un ou plusieurs plans, règlements ou décisions adoptés par le Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, le Comité de rémunération, et en tenant compte des principes de rémunération selon l'article 31 des présents statuts dans la mesure où lesdits principes sont applicables. Une telle émission d'Actions nouvelles peut se faire à un prix inférieur au prix du marché et de tels droits ou de telles obligations d'acquérir des Actions peuvent être accordés, respectivement imposées, à un prix inférieur à leur valeur intrinsèque.		²The subscription rights and advance subscription rights of the shareholders of the Company are excluded in connection with, and will not apply to, any such issuance of new Shares or the rights or obligations based on which new Shares are issued. Any such issuance of new Shares or voluntary or mandatory exercise of rights or obligations to acquire Shares shall be under one or more plans, regulations or resolutions to be issued by the Board or, to the extent delegated to it, the Compensation Committee, and to the extent applicable, taking into account the compensation principles pursuant to Article 31 of these Articles of Association. Any such issuance of new Shares may be made at a price below the applicable stock exchange price and any such rights or obligations to acquire Shares may be granted and imposed on, respectively, below their intrinsic value.
	³ La déclaration d'exercice des droits ou obligations fondée sur le présent article 4b doit se référer à cet article 4b et doit être faite sous une forme permettant d'en établir la preuve par texte. La renonciation ou la déchéance du droit d'acquérir des Actions fondé sur le présent article 4b ne requiert aucune forme particulière et peut avoir lieu par l'écoulement du temps.		³The declaration of exercise of rights or obligations based on this Article 4b shall refer to this Article 4b and must be made in a form that allows proof by text. A waiver or forfeiture of the right to acquire Shares based on this Article 4b does not require any specific form and may occur by lapse of time.

	Article 4c		Article 4c
Capital conditionnel aux fins de financement, acquisitions ou autres buts	¹Le capital-actions peut être augmenté d'un montant maximum de USD 193’715.37 par l'émission de jusqu'à 19’371’537 actions nominatives entièrement libérées d'une valeur nominale de USD 0.01 chacune, (i) à la suite de l'exercice de droits de conversion, d'échange, d'option, de warrant, de souscription ou d'autres droits d'acquérir des Actions accordés, ou (ii) par le biais d'obligations d'acquérir des Actions imposées, aux actionnaires ou à des tiers seul ou en lien avec des obligations d'emprunt, effets, prêts, options, warrants ou autres instruments financiers ou obligations contractuelles de la Société ou de l'une des sociétés du groupe (ci-après désignés collectivement les Instruments Financiers).	Conditional Share Capital for Financing, Acquisitions and other Purposes	¹The share capital may be increased in an amount not to exceed USD 193,715.37 through the issuance of up to 19,371,537 fully paid-in registered shares with a par value of USD 0.01 each, (i) further to the exercise of conversion, exchange, option, warrant, subscription or other rights to acquire Shares, or (ii) through obligations to acquire Shares that are or were granted to or imposed upon shareholders or third parties alone or in connection with bonds, notes, loans, options, warrants or other securities or contractual obligations of the Company or any of its group companies (hereinafter collectively the Financial Instruments).
	² Le droit de souscription préférentiel des actionnaires est supprimé en relation avec l'émission d'Actions nouvelles fondée sur des Instruments Financiers. Les personnes qui détiendront alors de tels Instruments Financiers seront en droit d'acquérir les Actions nouvelles émises à l'occasion de la conversion, de l'échange ou de l'exercice d'Instruments Financiers. Le Conseil d'administration détermine les termes principaux des Instruments Financiers.		²Subscription rights of shareholders shall be excluded with respect to new Shares issued in connection with the Financial Instruments. The then-current owners of such Financial Instruments shall be entitled to acquire the new Shares issued upon conversion, exchange or exercise of the Financial Instruments. The main terms of the Financial Instruments shall be determined by the Board.

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	³La déclaration d'exercice des droits ou obligations fondée sur le présent article 4c doit se référer à cet article 4c et doit être faite sous une forme permettant d'en établir la preuve par texte. La renonciation ou la déchéance du droit d'acquérir des Actions nouvelles fondé sur le présent article 4c ne requiert aucune forme particulière et peut avoir lieu par l'écoulement du temps.			³The declaration of exercise of rights or obligations based on this Article 4c shall refer to this Article 4c and must be made in a form that allows proof by text. A waiver or forfeiture of the right to acquire new Shares based on this Article 4c does not require any specific form and may occur by lapse of time.
	⁴ Le Conseil d'administration est autorisé à limiter ou supprimer le droit de souscription prioritaire des actionnaires en relation avec l'émission d'Instruments Financiers par la Société ou l'une des sociétés du groupe (1) s'il existe un juste motif au sens de l'article 4a al. 5 des présents statuts ou (2) si les Instruments Financiers sont émis à des conditions équitables. Si le droit de souscription prioritaire n'est pas accordé, de manière directe ou indirecte, par le Conseil d'administration, les règles suivantes s'appliquent :			⁴The Board is authorized to limit or withdraw advance subscription rights of shareholders in connection with the issuance of Financial Instruments by the Company or one of its group companies if (1) there is a valid reason pursuant to Article 4a para. 5 of these Articles of Association or (2) the Financial Instruments are issued on appropriate terms. If the advance subscription rights are neither granted directly nor indirectly by the Board, the following shall apply:
	(a)     le prix d'acquisition des Actions nouvelles est déterminé en prenant compte le prix du marché prévalant à la date d'émission des Instruments Financiers ; et			(a)     the acquisition price of the new Shares shall be set by taking into account the market price prevailing at the date on which the Financial Instruments are issued; and
	(b)     les Instruments Financiers peuvent être convertis, échangés ou exercés durant une période maximale de 30 ans suivant la date d'émission ou de conclusion pertinente des Instruments Financiers.			(b)     the Financial Instruments may be converted, exchanged or exercised during a maximum period of 30 years from the date of the relevant issuance of or entry into the Financial Instruments.

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	Article 5		Article 5
Certificats d'Actions et titres intermédiés	¹La Société peut émettre ses Actions sous forme de droits-valeurs, titres intermédiés ou certificats individuels ou globaux et, sous réserve des conditions du droit applicable, peut convertir ses Actions émises sous l'une des formes ci-dessus en une autre forme, en tout temps et sans approbation des actionnaires. La Société en supporte les coûts.	Share Certificates and Intermediated Securities	¹The Company may issue the Shares as uncertificated securities, as intermediated securities or in the form of single or global certificates, and, subject to the conditions of applicable law, may convert Shares from one form into another form at any time and without approval of shareholders. The Company shall bear the cost associated with any such conversion.
	² Un actionnaire n'a pas le droit de réclamer la conversion d'Actions émises sous une certaine forme en une autre forme.		² A shareholder has no right to request a conversion of the Shares issued in one form into another form.
	³Les titres intermédiés fondés sur des Actions de la Société ne peuvent pas être transférés par cession. Il ne peut pas non plus être constitué de sûretés par cession sur ces titres intermédiés.		³ Intermediated securities based on the Shares cannot be transferred by way of assignment. A security interest in such intermediated securities cannot be granted by way of assignment either.

	Article 6		Article 6
Registre des actions, limitations à l'inscription, Nominees	¹La Société ou un tiers mandaté par elle tient un registre des actions nominatives qui mentionne le nom et le prénom (la raison sociale pour les personnes morales), l'adresse et la citoyenneté (le siège pour les personnes morales) des propriétaires et usufruitiers. Si une Personne inscrite au registre des actions change d'adresse, elle doit le communiquer à la personne en charge de la tenue du registre. Les communications écrites de la Société seront réputées valablement faites si elles sont envoyées à l'adresse figurant au registre des actions.	Share Register, Restrictions on Registration, Nominees	¹The Company shall maintain, itself or through a third party, a share register for the registered shares that lists the surname and name (the name of the company in case of a legal entity), the address and citizenship (the place of incorporation in case of a legal entity) of shareholders or usufructuaries. A Person registered in the share register shall notify the share registrar of any change in address. Written communications from the Company shall be deemed to have been validly made if sent to the address recorded in the share register.

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	² Les Personnes qui acquièrent des Actions sont inscrites sur demande au registre des actions comme actionnaires avec droit de vote si elles déclarent expressément qu'elles ont acquis ces Actions en leur propre nom et pour leur propre compte, qu'aucun contrat sur la reprise ou la restitution desdites Actions n'a été conclu et qu'elles supportent le risque économique lié aux Actions. Le Conseil d'administration peut cependant inscrire des nominees qui détiennent des Actions en leur propre nom, mais pour le compte de tiers, en tant qu'actionnaires inscrits avec droit de vote dans le registre des actions de la Société. Les ayants droit économiques d'Actions qui détiennent des Actions par l'intermédiaire d'un nominee exercent les droits des actionnaires par l'intermédiaire de ce nominee.		² Persons acquiring Shares shall be registered in the share register as shareholders with voting rights upon their request if they expressly declare that they have acquired the Shares in their own name and for their own account, that there is no agreement on the redemption or return of the Shares and that they bear the economic risk associated with the Shares, except that the Board may record nominees who hold Shares in their own name, but for the account of third parties, as shareholders of record with voting rights in the share register of the Company. Beneficial owners of Shares who hold Shares through a nominee exercise the shareholders' rights through the intermediation of such nominee.
	³ Le Conseil d'administration peut, après avoir entendu l'actionnaire ou le nominee inscrit, biffer du registre des actions, avec effet rétroactif à la date d'inscription, l'inscription d'une telle Personne si ladite inscription a été faite sur la base d'informations fausses ou trompeuses. L'actionnaire ou le nominee concerné doit en être informé immédiatement.		³After hearing the registered shareholder or nominee, the Board may cancel such Person's registration in the share register with retroactive effect as of the date of registration if such registration was made based on false or misleading information. The relevant shareholder or nominee shall be promptly informed of the cancellation.
	⁴ Le Conseil d'administration peut régler d'autres détails et émettre les instructions nécessaires au respect des dispositions du présent article 6. Le Conseil d'administration peut autoriser des dérogations à la réglementation concernant les nominees.		⁴The Board may regulate further details and issue the instructions necessary to ensure compliance with the provisions of this Article 6. The Board may grant exceptions from the rules regarding nominees.

	Article 7		Article 7
Exercice des droits	¹ Le droit de vote et les droits y relatifs ne peuvent être exercés à l'égard de la Société que par un actionnaire, un usufruitier ou un nominee uniquement dans la mesure où cette Personne est inscrite au registre des actions avec droit de vote.	Exercise of Rights	¹The voting right and the rights associated therewith may be exercised with respect to the Company by a shareholder, usufructuary or nominee only to the extent that such Person is registered in the share register with voting rights.

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	Section 3 Organes		Section 3 Corporate Bodies
	A.        L'Assemblée générale		A.       The General Meeting of Shareholders

	Article 8		Article 8
Pouvoirs de l'Assemblée générale	¹L'assemblée générale des actionnaires (l'Assemblée générale) est l'organe suprême de la Société.	Powers of the General Meeting	¹The general meeting of shareholders (the General Meeting) is the supreme corporate body of the Company.
	² L'Assemblée générale a les droits intransmissibles qui lui sont attribués par la loi.		² The General Meeting shall have the inalienable powers that are reserved to it by law.
	³L'Assemblée générale prend en outre toutes les décisions sur les questions qui, dans la mesure où le droit applicable le permet, sont soumises à l'Assemblée générale par le Conseil d'administration ou qui peuvent faire l'objet d'un vote selon droit applicable.		³The General Meeting shall further adopt any resolutions on matters that are, to the extent permissible under applicable law, submitted to the General Meeting by the Board or on which voting is otherwise permissible under applicable law.

	Article 9		Article 9
Assemblées générales ordinaires et extraordinaires	¹ L'Assemblée générale ordinaire est tenue dans le délai prévu par la loi.	Annual and Extraordinary General Meetings	¹The Annual General Meeting shall be held within the time period required by law.
	² Des Assemblées générales extraordinaires ont lieu dans les circonstances prévues par la loi, en particulier lorsque le Conseil d'administration le juge nécessaire ou approprié ou si l'organe de révision le requiert dans les circonstances prévues par la loi.		² Extraordinary General Meetings shall be held in the circumstances provided by law, in particular when deemed necessary or appropriate by the Board or if so requested by the Auditor in the circumstances provided by law.

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	³Une Assemblée générale extraordinaire est en outre convoquée par le Conseil d'administration si une Assemblée générale le décide ou si un ou plusieurs actionnaires qui détiennent, seul ou ensemble, au moins cinq pour cent du capital-actions ou des voix et sont inscrits en tant que tels au registre des actions (la Participation Requise), le requièrent par écrit conformément au présent article 9 (une telle assemblée, une Assemblée Générale Extraordinaire Requise par des Actionnaires). Toute Assemblée Générale Extraordinaire Requise par des Actionnaires est limitée (a) au(x) objets(s) et proposition(s) mentionné(s) dans la requête valablement présentée par la Participation Requise d'actionnaires inscrits au registre des actions et (b) à tous les objets à l'ordre du jour et propositions supplémentaires que le Conseil d'administration décide d'inscrire à l'ordre du jour de l'Assemblée Générale Extraordinaire Requise par des Actionnaires. Une Assemblée Générale Extraordinaire Requise par des Actionnaires correctement requise se tiendra à la date et à l'heure fixées par le Conseil d'administration, sous réserve, toutefois, que le Conseil d'administration fasse en sorte que la Société publie la convocation à l'Assemblée Générale Extraordinaire Requise par des Actionnaires dans le délai prévu par le CO.			³ An Extraordinary General Meeting shall further be convened by the Board upon resolution of the General Meeting or if so requested in accordance with this Article 9 in writing by one or more shareholders (such meeting, a Shareholder Requested Extraordinary General Meeting) who hold, alone or together, at least five percent of the share capital or votes and are so recorded in the share register (the Requisite Percentage). Any Shareholder Requested Extraordinary General Meeting shall be limited to (a) the item(s) and proposal(s) stated in a valid request received from the Requisite Percentage of shareholders of record and (b) any additional agenda items and proposals that the Board determines to include on the agenda for the Shareholder Requested Extraordinary General Meeting. A properly requested Shareholder Requested Extraordinary General Meeting shall be held at such date and time as may be fixed by the Board; provided, however, that the Board shall cause the Company to publish notice of the Shareholder Requested Extraordinary General Meeting within the time period required by the CO.
	⁴ Pour qu'une Assemblée Générale Extraordinaire Requise par des Actionnaires soit convoquée par le Conseil d'administration, une ou plusieurs requêtes en ce sens doivent avoir été reçues par la Société à son siège social, de la part d'actionnaires inscrits au registre des actions et détenant, au total, au moins la Participation Requise. Pour être valable, cette requête doit contenir les Informations relatives au Requérant concernant l'actionnaire ou les actionnaires qui soumettent cette requête (à l'exception de tout actionnaire qui a fourni ces informations par le biais d'une déclaration de sollicitation selon la Schedule 14(A) en réponse à une sollicitation faite en vertu de, et conformément à, la section 14(a) de l'Exchange Act).			⁴ In order for a Shareholder Requested Extraordinary General Meeting to be convened by the Board, one or more requests therefor must have been received by the Company at its registered office, from shareholders of record who hold, in the aggregate, equal to or more than the Requisite Percentage. To be in proper form, such request shall set forth the Requesting Person Information with respect to any shareholder or shareholders submitting such request (except for any shareholder that has provided such information in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14(A)).

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	Article 10		Article 10
Convocation	¹L'Assemblée générale est convoquée par une annonce faite conformément à l'article 36 des présents statuts au moins 20 jours calendaires avant la date de l'assemblée. La date de publication et la date de l'Assemblée générale ne sont pas incluses dans le calcul du délai de convocation.	Notice	¹Notice of a General Meeting shall be given by way of an announcement pursuant to Article 36 at least 20 calendar days prior to the date of the meeting. The date of publication and the date of the General Meeting are not to be included for purposes of computing the notice period.
	²Le rapport de gestion, le rapport de rémunération, les rapports de révision et le rapport sur les questions non-financières selon l'article 964c CO doivent être mis à la disposition des actionnaires au moins 20 jours calendaires avant l'Assemblée générale ordinaire (la mise à disposition par voie électronique sur le site Internet de la Société ou autre est suffisante à cet égard).		²The management report, the compensation report, the Auditor’s reports and the report on non-financial matters pursuant to article 964c of the CO shall be made available to the shareholders at least 20 calendar days prior to the Annual General Meeting (whereby electronic availability on the Company's website or otherwise shall be sufficient for such purposes).
	³Sont mentionnés dans la convocation : 1.       la date, l'heure, la forme et le lieu de l'Assemblée générale ; 2.       les objets portés à l'ordre du jour ; 3.       les propositions du Conseil d'administration accompagnées d'une motivation succincte ; 4.       le cas échéant, les propositions des actionnaires accompagnées d'une motivation succincte et la réponse du Conseil d'administration ; et 5.       le nom et adresse du représentant indépendant.		³The notice shall include: 1.       the date, beginning, mode and location of the General Meeting; 2.       the agenda items; 3.       the proposals of the Board, together with a brief explanation thereof; 4.       proposals of shareholders (if any) together with a brief explanation thereof by such shareholders (if any) and the Board's response; and 5.       name and address of the independent voting rights representative.

	Article 11		Article 11
Ordre du jour	¹Les actionnaires qui détiennent, seul ou ensemble, au moins 0,5 pour cent du capital-actions ou des voix et sont inscrits en tant que tels au registre des actions peuvent demander par écrit qu'un objet ou une proposition soit inscrit à l'ordre du jour de l'Assemblée générale. Une telle demande doit être reçue par la Société par écrit au moins 120 jours calendaires mais pas plus de 150 jours calendaires avant la date anniversaire de l'Assemblée générale ordinaire de l'année précédente, en indiquant le ou les objets à l'ordre du jour et la ou les propositions, ainsi que : 1.       la preuve des participations requises inscrites au registre des actions ;	Agenda	¹Shareholders who hold, alone or together, at least 0.5 percent of the share capital or votes and are so recorded in the share register may request in writing that an item or proposal be included on the agenda for the General Meeting. Such a request must be received by the Company in writing at least 120 but not more than 150 calendar days prior to the anniversary of the Annual General Meeting for the preceding year, specifying the agenda item(s) and proposal(s), together with: 1.       evidence of the required shareholdings recorded in the share register; 2.       as to each Proposing Person, the Proposing Person Information; and

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2.       en ce qui concerne chaque Demandeur, les Informations relatives au Demandeur ; et

3.       pour chaque personne que la Personne proposant une Candidature propose de nommer en tant que membre du Conseil d'administration, les Informations relatives au Candidat.

3.       as to each person whom the Nominating Person proposes to nominate as a member of the Board, the Nominee Information.

²Un actionnaire n'a le droit de faire inclure ses candidats dans le proxy statement et le formulaire de procuration de la Société (selon les lois américaines sur les valeurs mobilières) qu'en conformité avec l'article 16; le respect par cet actionnaire des dispositions applicables de l'article 9 et du présent article 11 ne lui donne pas le droit de faire inclure ses candidats dans le proxy statement et le formulaire de procuration de la Société (selon les lois américaines sur les valeurs mobilières).

² A shareholder is entitled to have its nominees included in the Company’s proxy statement and form of proxy (as established under U.S. securities laws) solely in accordance with Article 16, and such shareholder’s compliance with the applicable provisions of Article 9 and this Article 11 will not entitle such shareholder to have its nominees included in the Company’s proxy statement and form of proxy (as established under U.S. securities laws).

³Si (a) une Personne proposant une Candidature fait une notification conformément à la Rule 14a-19(b) de l'Exchange Act et (b) que, par la suite, cette Personne proposant une Candidature (i) notifie à la Société qu'elle n'a plus l'intention, ou qu'elle fait partie d'un groupe qui n'a plus l'intention, de solliciter des procurations de vote pour soutenir des candidats au Conseil d'administration autres que ceux proposés par la Société conformément à la Rule 14a-19 de l'Exchange Act, ou (ii) ne se conforme pas aux exigences des Rules 14a-19(a)(2) et (3) de l'Exchange Act, alors la Société ne tiendra pas compte des procurations de vote ou des votes sollicités pour les candidats de la Personne proposant une Candidature, même si des procurations de vote ou des votes en leur faveur ont pu être sollicités, obtenus ou reçus par la Société. Si une Personne proposant une Candidature fournit une notification conformément à la Rule 14a-19(b) de l'Exchange Act, cette Personne proposant une Candidature doit remettre à la Société, au plus tard cinq jours ouvrables avant l'Assemblée générale ordinaire concernée, une preuve raisonnable que les exigences de la Rule 14a-19(a)(3) de l'Exchange Act ont été satisfaites.

³ If any (a) Nominating Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (b) such Nominating Person subsequently (i) notifies the Company that such Nominating Person no longer intends to, or is part of a group that no longer intends to, solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act or (ii) fails to comply with the requirements of Rules 14a-19(a)(2) and (3) under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the Nominating Person’s nominees, notwithstanding that proxies or votes in favor thereof may have been solicited, obtained or received by the Company. If any Nominating Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Nominating Person shall deliver to the Company, no later than five business days prior to the applicable Annual General Meeting, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

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	⁴Nonobstant toute disposition contraire des présents statuts ou du droit applicable, pour qu'une candidature soit correctement présentée à une Assemblée générale ordinaire par une Personne proposant une Candidature, les informations et les documents fournis par cette Personne proposant une Candidature ou son candidat proposé, y compris les informations contenues dans tout questionnaire, ne doivent pas contenir d'informations fausses ou trompeuses ni omettre des informations importantes qui ont été demandées.		⁴ Notwithstanding anything to the contrary set forth in these Articles of Association or applicable law, for any nomination to be properly brought before an Annual General Meeting by a Nominating Person, the information and documents provided by such Nominating Person or their proposed nominee, including the information contained in any questionnaire, shall not contain any false or misleading information or omit any material information that has been requested.
	⁵ Aucune décision ne peut être prise par l'Assemblée générale sur des objets qui n'ont pas été valablement portés à l'ordre du jour, sauf sur les propositions faites lors d'une Assemblée générale de convoquer une Assemblée générale extraordinaire, d'instituer un examen spécial en vertu de l'article 697a CO ou de désigner un organe de révision.		⁵ No resolutions may be passed at a General Meeting regarding proposals with respect to agenda items for which proper notice was not given; this provision shall not apply to proposals made during a General Meeting to convene an Extraordinary General Meeting, to initiate a special investigation in accordance with article 697a of the CO or to elect an auditor.
	⁶Il n'est pas nécessaire d'annoncer à l'avance les propositions concernant les objets portés à l’ordre du jour ou les délibérations qui ne doivent pas être suivies d'un vote.		⁶No prior notice is required to bring motions related to items already on the agenda or for the discussion of matters on which no resolution is to be taken.
	⁷Tout candidat au Conseil d'administration proposé par une Personne proposant une Candidature ou par toute autre Personne doit avoir fourni une déclaration écrite signée par laquelle il consent à être nommé dans le proxy statement (tel qu'établi selon les lois américaines sur les valeurs mobilières) en qualité de candidat et d'exercer en qualité de membre du Conseil d'administration en cas d'élection.		⁷ A Nominating Person’s or any other Person’s director nominee(s) must have provided an executed written consent to be named in the proxy statement (as established under U.S. securities laws) as a nominee and to serve as a member of the Board if elected.

	Article 12		Article 12
Lieu de réunion	¹ Le Conseil d'administration décide du lieu où se tient l'Assemblée générale. Le lieu de l'Assemblée générale peut être en Suisse ou à l'étranger.	Location	¹ The Board shall determine the location of the General Meeting. The location of the General Meeting can be in Switzerland or abroad.

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	² Le Conseil d'administration peut décider que l'Assemblée générale se tienne simultanément en plusieurs lieux, pour autant que les interventions des participants soient retransmises en direct par des moyens audiovisuels sur tous les sites de réunion et/ou que les actionnaires qui ne sont pas présents au lieu ou aux lieux de l'Assemblée générale puissent exercer leurs droits par voie électronique.		² The Board may determine that the General Meeting shall be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly via video and audio to all venues and/or that shareholders, who are not present at the venue or venues of the General Meeting, may exercise their rights by electronic means.
	³ Nonobstant toute autre disposition des présents statuts, le Conseil d'administration peut également décider que l'Assemblée générale se tiendra par voie électronique sans lieu de réunion physique.		³ Notwithstanding any other provision herein, the Board may also determine that the General Meeting shall be held by electronic means without there being any physical location.

	Article 13		Article 13
Présidence, scrutateurs, procès-verbal	¹Le ou la président(e) du Conseil d'administration préside l'Assemblée générale. En son absence, un autre membre du Conseil d'administration ou une personne désignée par le Conseil d'administration préside l'Assemblée générale. Si aucun membre du Conseil d'administration n'est disponible et aucune personne n'a été désignée par le Conseil d'administration, l'Assemblée générale élit le ou la président(e) de séance.	Chair, Vote Counters, Minutes	¹The chair of the Board shall chair the General Meeting. In his or her absence, another member of the Board or a person designated by the Board shall chair the General Meeting. If no member of the Board is available and no other person has been designated by the Board, the acting chair shall be elected by the General Meeting.
	² Le ou la président(e) de l'Assemblée générale dispose de tous les pouvoirs nécessaires et appropriés au bon déroulement de l'Assemblée générale.		²The acting chair of the General Meeting shall have all powers and authorities necessary and appropriate for the orderly conduct of the General Meeting.
	³ Le ou la président(e) de l'Assemblée générale désigne le secrétaire et le ou les scrutateurs qui ne doivent pas nécessairement être des actionnaires. Le procès-verbal doit être signé par le ou la président(e) de l'Assemblée générale et le secrétaire.		³ The acting chair of the General Meeting shall appoint the secretary and the vote counter(s), none of whom need to be shareholders. The minutes shall be signed by the acting chair of the General Meeting and the secretary.

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	Article 14		Article 14
Droit de vote, représentation	¹Chaque Action donne droit à une voix. Les droits de vote sont soumis aux conditions des articles 6 et 7.	Voting Rights, Representation	¹Each Share shall have the right to one vote. The voting rights are subject to the conditions of Article 6 and Article 7.
	² Le Conseil d'administration édicte des règles procédurales relatives à la participation et la représentation à l'Assemblée générale et détermine les exigences quant aux procurations de vote. Un actionnaire peut être représenté à l'Assemblée générale par le représentant indépendant, par son représentant légal ou, sur la base d'une procuration écrite, par tout autre mandataire, qui ne doit pas nécessairement être actionnaire.		² The Board shall issue procedural rules regarding the participation and representation at the General Meeting and determine the requirements regarding proxies. A shareholder may be represented at the General Meeting by the independent voting rights representative, its legal representative or, on the basis of a written proxy, by any other representative who need not be a shareholder.
	³L'Assemblée générale élit le représentant indépendant pour une durée de fonction s’achevant à la fin de l’Assemblée générale ordinaire suivante. Le représentant indépendant est rééligible.		³The General Meeting shall elect the independent voting rights representative for a term of office until completion of the next Annual General Meeting. The independent voting rights representative is eligible for re-election.
	⁴Lorsque l'Assemblée générale n'a pas désigné de représentant indépendant, le Conseil d'administration en désigne un en vue de l'Assemblée générale suivante.		⁴If the Company has not appointed an independent voting rights representative, the Board shall appoint one for the next General Meeting.

	Article 15		Article 15
Quorum de présence, décisions, élections	¹Toute décision ou élection requiert que la majorité de toutes les Actions avec droit de vote soit représentée au début de l'Assemblée générale. Les actionnaires présents à une Assemblée générale peuvent continuer à prendre les décisions ou procéder aux élections malgré le retrait d'actionnaires de cette Assemblée générale après l'annonce du quorum de présence à cette réunion.	Attendance Quorum; Resolutions, Elections	¹The adoption of any resolution or election requires that a majority of all the Shares entitled to vote be represented at the commencement of a General Meeting. The shareholders present at a General Meeting may continue to transact business despite the withdrawal of shareholders from such General Meeting following announcement of the presence quorum at that meeting.

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	²L'Assemblée générale prend ses décisions et procède aux élections, à l'exception d'une élection où le nombre de candidats proposés à l'élection au Conseil d'administration dépasse le nombre de sièges à pourvoir selon la convocation à l'Assemblée générale, à la majorité des voix exprimées lors de l'Assemblée générale (les abstentions, les non-votes de banque (broker nonvotes), les bulletins blancs ou nuls n'étant pas pris en compte pour déterminer la majorité), sauf si une majorité différente est requise par la loi ou par d'autres dispositions des présents statuts. Lors d'une élection où le nombre de candidats proposés à l'élection au Conseil d'administration dépasse le nombre de sièges à pourvoir selon la convocation à l'Assemblée générale, les candidats sont élus à la pluralité des voix exprimées lors de l'Assemblée générale, de sorte que les candidats ayant reçu le plus de voix positives (jusqu'au nombre de candidats à élire) sont élus et que la majorité des voix exprimées n'est pas une condition préalable à l'élection. En cas d'égalité des voix, celle du ou de la président(e) de séance est prépondérante.			²The General Meeting shall pass resolutions and decide elections, except for an election where the number of candidates proposed for election to the Board exceeds the number of seats to be filled in accordance with the invitation for the General Meeting, by the majority of the votes cast at the General Meeting (whereby abstentions, broker nonvotes, blank or invalid ballots shall be disregarded for purposes of establishing the majority), unless a different voting standard is required by law or other provisions of these Articles of Association. In an election where the number of candidates proposed for election to the Board exceeds the number of seats to be filled in accordance with the invitation for the General Meeting, the candidates shall be elected by a plurality of the votes cast at the General Meeting, such that the candidates receiving the most affirmative votes (up to the number of candidates to be elected) shall be elected and a majority of the votes cast shall not be a prerequisite to the election. In the event of a tie, the acting chair shall have the casting vote.
	³ Le ou la président(e) de l'Assemblée générale détermine si les décisions et les élections ont lieu à scrutin ouvert, par écrit ou par voie électronique. Le ou la président(e) peut en tout temps ordonner qu'une décision ou élection soit répétée s'il ou elle estime qu'il existe des doutes quant au résultat. Dans ce cas, la décision ou l'élection précédente est réputée ne pas avoir eu lieu.			³The acting chair of the General Meeting shall determine whether resolutions and elections are to be decided by open ballot, in writing or electronically. The acting chair may at any time order that a resolution or election be repeated if he or she considers the vote to be in doubt; the resolution or election previously held shall then be deemed not to have taken place.
	⁴Les actionnaires prennent les décisions et procèdent aux élections lors des Assemblées générales et ne peuvent pas prendre de décisions par voie de circulation (y compris sous forme électronique), sans réunion.			⁵Shareholders shall take resolutions and carry elections at General Meetings and do not have the power to consent by way of written circular resolution (including by electronic means), without a meeting, to resolutions.

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	Article 16		Article 16
Accès des actionnaires aux documents pour l'exercice des droits de vote de la Société	¹Sous réserve des dispositions du présent article 16, dans le cas où il en est fait la demande dans l'Access Notice pertinente, la Société doit inclure dans son proxy statement pour toute Assemblée générale :	Shareholder Access to the Company’s Proxy Materials	¹Subject to the provisions of this Article 16, if requested in the relevant Access Notice, the Company shall include in its proxy statement for any General Meeting:
	1.       le nom de toute personne proposée pour élection par un Access Shareholder, lequel doit également figurer sur le formulaire de procuration et de vote de la Société ;		1.       the name of any person nominated for election, which shall also be included on the Company’s form of proxy and ballot, by any Access Shareholder;
	2.       les informations concernant ce candidat et l'Access Shareholder qui doivent être incluses dans le proxy statement en vertu des règles de la SEC ou de toute autre droit applicable ;		2.       disclosure about such nominee and the Access Shareholder required under the rules of the SEC or other applicable law to be included in the proxy statement;
	3.       toute déclaration faite par l'Access Shareholder dans l'Access Notice pour être incluse dans le proxy statement en faveur de l'élection du candidat au Conseil d'administration (sous réserve, notamment, de l'article 16 al. 5), si cette déclaration ne dépasse pas 500 mots et est raisonnablement concise ; et		3.       any statement included by the Access Shareholder in the Access Notice for inclusion in the proxy statement in support of the nominee’s election to the Board (subject, without limitation, to Article 16 para. 5), if such statement does not exceed 500 words and is reasonably concise; and
	4.       toute autre information que le Conseil d'administration décide, à sa seule discrétion, d'inclure dans le proxy statement relative à la nomination de ce candidat, y compris, notamment, toute déclaration d'opposition à la nomination et toute information fournie en vertu du présent article 16.		4.       any other information that the Board determines, in its exclusive discretion, to include in the proxy statement relating to the nomination of such nominee, including, without limitation, any statement in opposition to the nomination and any of the information provided pursuant to this Article 16.
	²Si, après le délai pour soumettre une Access Notice telle que définie à l'article 16 al. 4, un Access Shareholder devient inéligible ou retire sa proposition de candidature ou qu'un candidat ne veut plus siéger au Conseil d'administration, que ce soit avant ou après l'envoi du proxy statement définitif, alors la candidature ne sera pas prise en compte et la Société : (a) n'est pas tenue d'inclure dans son proxy statement déposé auprès de la SEC le candidat écarté ou tout candidat successeur ou remplaçant proposé par l'Access Shareholder ou par tout autre Access Shareholder et (b) peut communiquer autrement à ses actionnaires, y compris, notamment, en modifiant ou en complétant son proxy statement pour indiquer que le candidat écarté ne sera pas inclus en tant que candidat dans le proxy statement et qu'il ne fera pas l'objet d'un vote lors de l'Assemblée générale ordinaire. La Société peut s'opposer à tout candidat et inclure dans le proxy statement sa propre déclaration le concernant.		² If, after the deadline for submitting an Access Notice as set forth in Article 16 para. 4, an Access Shareholder becomes ineligible or withdraws its nomination or a nominee becomes unwilling to serve on the Board, whether before or after the mailing of the definitive proxy statement, then the nomination shall be disregarded, and the Company: (a) shall not be required to include in its proxy statement filed with the SEC the disregarded nominee or any successor or replacement nominee proposed by the Access Shareholder or by any other Access Shareholder and (b) may otherwise communicate to its shareholders, including, without limitation, by amending or supplementing its proxy statement to state that the disregarded nominee will not be included as a nominee in the proxy statement and will not be voted on at the Annual General Meeting. The Company may solicit against, and include in the proxy statement its own statement relating to, any nominee.

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	³ Un Eligible Holder peut soumettre une candidature conformément au présent article 16 uniquement si cette personne est un actionnaire inscrit au registre des actions à la date de soumission de l'Access Notice et à la date de l'Assemblée générale ordinaire. En cas de nomination par un groupe d'Eligible Holders, toutes les exigences et obligations pour un Eligible Holder individuel qui sont énoncées dans le présent article 16 s'appliquent à chaque membre de ce groupe.			³An Eligible Holder may submit a nomination in accordance with this Article 16 only if the person is a holder of record on the date of submission of the Access Notice and on the date of the Annual General Meeting. In the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Article 16 shall apply to each member of such group.
	⁴Pour nommer un candidat, l'Access Shareholder doit, au plus tôt 150 jours calendaires et au plus tard 120 jours calendaires avant le premier anniversaire de la date (indiquée dans les documents pour l'exercice des droits de vote de la Société établis selon les lois américaines sur les valeurs mobilières applicables) à laquelle le proxy statement définitif de la Société pour l'Assemblée générale ordinaire de l'année précédente a été communiqué pour la première fois aux actionnaires de la Société, remettre une Access Notice à la Société, qui doit la recevoir à son siège ou son bureau principal de direction ; à condition, toutefois, que, s'il n'est pas prévu que l'Assemblée générale ordinaire se tienne dans un délai commençant 30 jours avant cette date anniversaire et se terminant 30 jours après cette date anniversaire, l'Access Notice doit être donnée de la manière prévue dans les présents statuts au plus tard à la fermeture des bureaux à la date qui est 180 jours avant cette autre date de réunion ou le dixième jour suivant la date à laquelle la Société fait pour la première fois une Publication concernant cette autre date de réunion. L'Access Notice sera considérée comme remise à la date à laquelle toutes les informations et tous les documents mentionnés dans la définition d'Access Notice (autres que les informations et les documents qu'il est prévu de fournir après la date de remise de l'Access Notice) ont été remis ou envoyés par poste à la Société et reçus par elle.			⁴To nominate a nominee, the Access Shareholder must, no earlier than 150 calendar days and no later than 120 calendar days prior to the first anniversary of the date (as stated in the Company’s proxy materials established under applicable US securities laws) on which the Company’s definitive proxy statement for the prior year’s Annual General Meeting was first released to the Company’s shareholders, deliver an Access Notice to, and such Access Notice must be received by, the Company at its registered office or principal executive office; provided, however, that if the Annual General Meeting is not scheduled to be held within a period beginning 30 days before such anniversary date and ending 30 days after such anniversary date, the Access Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such other meeting date or the tenth day following the date that the Company first makes Public Disclosure regarding such other meeting date. The Access Notice shall be deemed delivered on the date on which all the information and documents referred to in the definition of Access Notice (other than such information and documents contemplated to be provided after the date the Access Notice is provided) have been delivered to or mailed and received by the Company.

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	⁵Nonobstant toute disposition contraire du présent article 16 et dans la mesure requise dans le cadre de la préparation du proxy statement en vertu des règles de la SEC, la Société peut omettre de son proxy statement tout candidat et toute information concernant ce candidat (y compris la déclaration de soutien d'un Access Shareholder) et aucun vote sur ce candidat n'aura lieu (nonobstant le fait que des votes ou des procurations de vote à l'égard de ce vote peuvent avoir été sollicités, obtenus ou reçus par la Société), et l'Access Shareholder ne peut pas, après le dernier jour où une Access Notice serait faite dans les délais, remédier de quelque façon que ce soit à tout défaut empêchant la nomination du candidat, si le Conseil d'administration détermine que la candidature ou l'élection de ce candidat au Conseil d'administration aurait pour conséquence que la Société viole ou ne respecte pas les présents statuts ou toute loi, règle ou réglementation applicable à laquelle la Société est soumise, y compris toute règle ou réglementation de la SEC ou de toute bourse sur laquelle les titres de la Société sont négociés.			⁵Notwithstanding anything to the contrary contained in this Article 16 and to the extent required in connection with the preparation of the proxy statement under SEC rules, the Company may omit from its proxy statement any nominee and any information concerning such nominee (including an Access Shareholder’s statement in support) and no vote on such nominee will occur (notwithstanding that votes or proxies in respect of such vote may have been solicited, obtained or received by the Company), and the Access Shareholder may not, after the last day on which an Access Notice would be timely, cure in any way any defect preventing the nomination of the nominee, if the Board determines that such nominee’s nomination or election to the Board would result in the Company violating or failing to be in compliance with these Articles of Association or any applicable law, rule or regulation to which the Company is subject, including any rules or regulations of the SEC or any stock exchange on which the Company’s securities are traded.
	⁶Nonobstant toute disposition contraire du présent article 16, la Société peut omettre de son proxy statement, ou compléter ou corriger, toute information, y compris tout ou partie de la déclaration de soutien au candidat incluse dans l'Access Notice, si le Conseil d'administration détermine que (a) cette information n'est pas vraie sur tous les points importants ou omet une déclaration importante nécessaire pour que les déclarations faites ne soient pas trompeuses ; (b) ces informations portent directement ou indirectement atteinte au caractère, à l'intégrité ou à la réputation personnelle d'une personne, ou portent directement ou indirectement des accusations concernant une conduite ou des associations inappropriées, illégales ou immorales, sans fondement factuel, à l'égard d'une personne ; ou (c) l'inclusion de ces informations dans le proxy statement violerait ou amènerait la Société à violer les présents statuts, les proxy rules de la SEC ou toute autre loi, règle ou réglementation applicable (y compris les règles ou normes de cotation de la principale bourse sur laquelle les actions de la Société sont négociées).			⁶Notwithstanding anything to the contrary contained in this Article 16, the Company may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the statement in support of the nominee included in the Access Notice, if the Board determines that (a) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; (b) such information directly or indirectly impugns character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (c) the inclusion of such information in the proxy statement would otherwise violate or cause the Company to violate these Articles of Association, the SEC proxy rules or any other applicable law, rule or regulation (including the rules or listing standards of the principal exchange on which the Company’s shares are traded).

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	B.       Le Conseil d'administration		B.       The Board

	Article 17		Article 17
Nombre de membres du Conseil d'administration	Le Conseil d'administration se compose de cinq membres au moins et de 16 membres au plus.	Number of Members of the Board	The Board shall consist of not fewer than five and no more than 16 members.

	Article 18		Article 18
Élection et durée des fonctions	¹Les membres du Conseil d’administration et le ou la président(e) du Conseil d’administration sont élus individuellement par l’Assemblée générale pour une durée de fonction s’achevant à la fin de l’Assemblée générale ordinaire suivante. Les membres du Conseil d'administration sont rééligibles.	Election and Term of Office	¹The General Meeting shall elect the members of the Board and the chair of the Board individually for a term of office until the completion of the next Annual General Meeting. Members of the Board are eligible for re-election.
	² Lorsque la fonction de président(e) du Conseil d’administration est vacante, le Conseil d’administration désigne un ou une nouveau/nouvelle président(e) parmi ses membres pour une durée de fonction s’achevant à la fin de l’Assemblée générale ordinaire suivante.		² If the office of the chair of the Board is vacant, the Board shall appoint a new chair from among its members for a term of office extending until completion of the next Annual General Meeting.

	Article 19		Article 19
Organisation du Conseil d'administration	¹A l'exception de l'élection par l'Assemblée générale du ou de la président(e) du Conseil d'administration et des membres du Comité de rémunération, le Conseil d'administration se constitue lui-même. Le Conseil d'administration peut désigner, entre autres, un Directeur Principal Indépendant (Lead Independant Director), ainsi qu'un secrétaire qui ne doit pas nécessairement être membre du Conseil d'administration.	Organization of the Board	¹Except for the election of the chair of the Board and the members of the Compensation Committee by the General Meeting, the Board shall constitute itself. The Board may, among other functions, appoint a Lead Independent Director and appoint a secretary who need not be member of the Board.
	² Le Conseil d'administration règle son organisation et la prise de décisions dans un règlement d'organisation, sous réserve des articles 21 ss des présents statuts.		² Subject to Article 21 et seq. of these Articles of Association, the Board shall regulate its organization and the adoption of resolutions in the organizational regulations.

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	Article 20		Article 20
Remboursement des frais, indemnisation	¹Les membres du Conseil d'administration ont droit au remboursement de tous les frais raisonnables engagés dans le cadre de leur fonction de membre du Conseil d'administration.	Reimbursement of Expenses, Indemnification	¹The members of the Board shall be entitled to the reimbursement of all reasonable expenses incurred in service as a member of the Board.
	²La Société indemnise, défend et dégage de toute responsabilité, dans toute la mesure permise par la loi, les actuels et anciens membres du Conseil d'administration et directeurs de la Société ainsi que leurs héritiers, masse en faillite ou masse concordataire, contre toutes actions, procès ou procédures, imminents, en cours ou terminés, de nature civile, pénale, administrative ou autre, et pour tous les coûts, dépenses, pertes, dommages et frais qu'eux-mêmes ou l'un d'entre eux, leurs héritiers, masse en faillite ou masse concordataire, subissent ou pourraient subir par ou en raison d'actes, entrepris ou prétendument entrepris, concertés ou prétendument concertés, omis ou prétendument omis, dans ou à propos de l'exécution de leurs devoirs, ou prétendus devoirs, ou en raison du fait qu'il ou elle est ou a été un membre du Conseil d'administration ou un directeur de la Société, ou pendant qu'il ou elle était membre du Conseil d'administration ou un directeur de la Société exerçant, à la demande de la Société, en qualité d'administrateur, directeur, employé ou agent d'une autre société de capitaux, société de personnes, joint-venture, trust ou autre entreprise; à condition, toutefois, que cette indemnisation ne s'étende pas à toute affaire dans laquelle l'une desdites personnes est reconnue, par un jugement ou une décision final et exécutoire d'un tribunal ou d'une autorité gouvernementale ou administrative compétente, comme ayant commis une violation intentionnelle ou par négligence grave de ses devoirs en tant que membre du Conseil d'administration ou directeur de la Société.		² The Company shall indemnify, defend and hold harmless, to the full extent permitted by law, the existing and former members of the Board and officers of the Company, and their heirs, executors and administrators, from and against all threatened, pending or completed actions, suits or proceedings, whether of civil, criminal, administrative or other nature, and all 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 or alleged to be done, concurred or alleged to be concurred in or omitted or alleged to be omitted in or about the execution of their duty, or alleged duty, or by reason of the fact that he or she is or was a member of the Board or an officer of the Company, or while serving as a member of the Board or an officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; provided, however, that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree of a court or governmental or administrative authority of competent jurisdiction not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory duties as a member of the Board or an officer of the Company.

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	³Sans limiter la portée de l'alinéa 2 du présent article 20, la Société avancera les frais de justice et les honoraires d'avocats aux actuels et anciens membres du Conseil d'administration et directeurs de la Société. La Société peut cependant recouvrir ces avances si l'une de ces personnes a été reconnue coupable de violation intentionnelle ou par négligence grave de ses devoirs de membre du Conseil d'administration ou de directeur de la Société par un jugement ou une décision finale et exécutoire d'un tribunal ou d'une autorité gouvernementale ou administrative compétente.		³Without limiting the foregoing paragraph 2 of this Article 20, the Company shall advance court costs and attorneys' fees to the existing and former members of the Board and officers of the Company. The Company may however recover such advanced costs if any of said persons is found, in a final judgment or decree of a court or governmental or administrative authority of competent jurisdiction not subject to appeal, to have committed an intentional or grossly negligent breach of his statutory duties as a member of the Board or officer of the Company.

	Article 21		Article 21
Convocation, décisions, procès-verbal	¹ Sauf disposition contraire du règlement d'organisation adopté par le Conseil d'administration, le Conseil d'administration est convoqué par son ou sa président(e) ou, en cas d'empêchement de celui-ci ou de celle-ci, par un autre membre du Conseil d'administration si un membre en fait la demande par écrit ou par courriel ou par un autre moyen de communication électronique, avec indication des motifs.	Convening Meetings, Resolutions, Minutes	¹Unless the organizational regulations adopted by the Board provide otherwise, the Board shall meet at the invitation of its chair or, if he or she is not able to do so, another member of the Board if a member so requests in writing or via email or another form of electronic communication, indicating the reasons therefor.
	² Sauf disposition contraire du règlement d'organisation adopté par le Conseil d'administration, le Conseil d'administration ne peut valablement délibérer que si la majorité de ses membres en fonction est présente. Aucun quorum de présence n'est requis pour les décisions de modification et de constatation en lien avec des modifications du capital-actions ou un changement de la monnaie du capital-actions.		² Unless the organizational regulations adopted by the Board provide otherwise, the Board shall only have quorum if the majority of the members of the Board then in office is present. There is no presence quorum requirement for resolutions providing for the amendment and ascertainment of capital changes or a change in the currency of the share capital.
	³Sauf disposition contraire du règlement d'organisation adopté par le Conseil d'administration, les décisions du Conseil d'administration sont prises à la majorité des voix émises. En cas d'égalité des voix, celle du ou de la président(e) de séance n'est pas prépondérante et la décision est considérée comme ayant échoué.		³Unless the organizational regulations adopted by the Board provide otherwise, the Board shall adopt its resolutions by a majority of votes cast. In the case of a tie, the acting chair shall have no casting vote and the resolution shall be considered to have failed.
	⁴Les décisions du Conseil d'administration peuvent également être prises à l'unanimité par voie de circulation ou sous forme électronique (à moins qu'une discussion ne soit requise par l'un des membres du Conseil d'administration).		⁴Resolutions may also be adopted by way of written consent or electronically (unless a member requests discussion thereof) of all members of the Board.

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	⁵Les décisions du Conseil d'administration sont consignées dans un procès-verbal signé par le ou la président(e) de séance et le secrétaire de la réunion.		⁵The decisions of the Board shall be recorded in minutes to be signed by the acting chair and the secretary of the meeting.

	Article 22		Article 22
Attributions du Conseil d'administration	¹Le Conseil d'administration peut prendre des décisions sur toutes les affaires qui ne sont pas attribuées à un autre organe de la Société par la loi, les présents statuts ou un règlement.	Powers of the Board	¹The Board may pass resolutions with respect to all matters that are not delegated to another corporate body of the Company by law, these Articles of Association or regulations.
	² Le Conseil d'administration a les attributions intransmissibles et inaliénables qui lui sont attribuées par la loi.		² The Board has the non-transferable and inalienable duties reserved to the Board by law.
	³En outre, le Conseil d'administration peut déléguer en tout ou en partie la gestion ainsi que la représentation de la Société, dans le cadre des présents statuts et de la loi, à un ou plusieurs de ses membres ou à des tiers sur la base d'un règlement d'organisation.		³In all other respects, the Board may delegate in whole or in part the management and the representation of the Company within the framework set forth by these Articles of Association and the law to one or several of its members or to third parties based on organizational regulations.

	C.       Le Comité de rémunération		C.       The Compensation Committee

	Article 23		Article 23
Nombre des membres	Le Comité de rémunération se compose d’au moins trois membres du Conseil d’administration.	Number of Members	The Compensation Committee shall consist of no fewer than three members of the Board.

	Article 24		Article 24
Election et durée de fonction	¹L’Assemblée générale élit les membres du Comité de rémunération individuellement pour une durée de fonction s’achevant à la fin de l’Assemblée générale ordinaire suivante. Les membres du Comité de rémunération sont rééligibles.	Election and Term of Office	¹The General Meeting shall elect the members of the Compensation Committee individually for a term of office until the completion of the next Annual General Meeting. Members of the Compensation Committee are eligible for re-election.

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	² En cas de vacance au sein du Comité de rémunération, le Conseil d’administration peut désigner des remplaçants parmi ses membres pour une durée de fonction s’achevant à la fin de l’Assemblée générale ordinaire suivante.		² If there are vacancies on the Compensation Committee, the Board may appoint substitute members from among its members for a term of office extending until completion of the next Annual General Meeting.

	Article 25		Article 25
Organisation du Comité de rémunération	¹Le Conseil d’administration élit le ou la président(e) du Comité de rémunération parmi ses membres.	Organization of the Compensation Committee	¹The Board shall elect a chair of the Compensation Committee from among its members.
	²Le Conseil d'administration détermine dans un règlement pour quels postes du Conseil d'administration et de la Direction le Comité de rémunération, seul ou conjointement avec le ou la Président(e) du Conseil d'administration, soumet des propositions au Conseil d'administration en lien avec la rémunération des membres du Conseil d'administration et de la Direction, et pour quels postes il détermine lui-même, conformément aux présents statuts et aux directives sur la rémunération établies par le Conseil d'administration, la rémunération des membres du Conseil d'administration et de la Direction.		² The Board shall determine in regulations for which positions of the Board and the Executive Management Team the Compensation Committee, together with the chair of the Board or alone, shall submit proposals to the Board in relation to compensation of the members of the Board and the Executive Management Team, and for which positions it shall itself determine, in accordance with these Articles of Association and the compensation guidelines established by the Board, the compensation of the members of the Board and the Executive Management Team.

	Article 26		Article 26
Attributions	¹Le Comité de rémunération assiste le Conseil d’administration dans l’établissement et la révision de la stratégie et des directives en matière de rémunération, ainsi que dans la préparation des propositions à l’Assemblée générale concernant la rémunération du Conseil d’administration, de la Direction et des autres directeurs de la Société. Il peut soumettre au Conseil d’administration des propositions concernant toute autre question liée à la rémunération. Le Comité de rémunération est autorisé à exécuter toutes les tâches qui lui sont déléguées par le Conseil d'administration.	Duties and Powers	¹The Compensation Committee shall support the Board in establishing and reviewing the compensation strategy and guidelines and in preparing the proposals to the General Meeting regarding the compensation of the Board, the Executive Management Team and other officers of the Company. It may submit proposals to the Board with respect to any other compensation-related issues. The Compensation Committee shall be authorized to carry out all duties delegated to it by the Board.

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	²Le Conseil d’administration peut déléguer de plus amples tâches au Comité de rémunération.		²The Board may delegate further tasks to the Compensation Committee.

	D.       L'organe de révision		D.       The Auditor

	Article 27		Article 27
Organe de révision	¹Les actionnaires nomment l'organe de révision lors de l'Assemblée générale pour un mandat d'un exercice social. Le mandat de l'organe de révision prend fin avec l'approbation par l'Assemblée générale du rapport annuel de l'exercice social concerné. L'organe de révision est rééligible.	Auditor	¹The shareholders shall elect the Auditor at the General Meeting for a term of office of one financial year. Its term of office ends with the approval of the annual management report of the respective financial year by the General Meeting. The Auditor is eligible for re-election.
	²Le Conseil d'administration peut en tout temps charger l'organe de révision de procéder à des contrôles spéciaux, notamment des révisions intermédiaires, et de lui en soumettre un rapport.		²The Board may mandate the Auditor at any time to perform special investigations, in particular interim audits, and to prepare a report on its findings.

	Section 4 Rémunération des membres du Conseil d'administration et de la Direction		Section 4 Compensation of the Members of the Board and the Executive Management Team

	Article 28		Article 28
Approbation de la rémunération par l'Assemblée générale	¹L'Assemblée générale vote sur les propositions du Conseil d'administration en relation avec les montants globaux de :	Ratification of the Compensation by the General Meeting	¹The General Meeting shall ratify the proposals of the Board in relation to the aggregate amounts of:
	1.       la rémunération globale maximale du Conseil d'administration jusqu'à la fin de l’Assemblée générale ordinaire suivante ;		1.       the maximum aggregate compensation of the Board until the completion of the next Annual General Meeting;

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	2.       la rémunération globale maximale de la Direction pour l'exercice commençant après l'Assemblée générale ordinaire lors de laquelle l'approbation est demandée ;		2.       the maximum aggregate compensation of the Executive Management Team for the financial year commencing after the Annual General Meeting at which ratification is sought;
	3.       le cas échéant, des autres périodes de rémunération pour des éléments de rémunération spécifiques.		3.       additional compensation periods for specific compensation elements, if applicable.
	²Le Conseil d’administration peut soumettre à l’approbation de l’Assemblée générale des propositions différentes ou supplémentaires concernant les mêmes périodes ou des périodes différentes.		² The Board may submit for approval by the General Meeting deviating or additional proposals relating to the same or different periods.
	³Si l’Assemblée générale n’approuve pas une proposition du Conseil d’administration, le Conseil d’administration détermine, en prenant en compte tous les critères pertinents, le montant global (maximal) ou les montants partiels (maximaux) respectifs, et soumet le ou les montants ainsi déterminés au vote de l'Assemblée générale.		³In the event the General Meeting does not ratify a proposal of the Board, the Board shall determine, taking into account all relevant factors, the respective (maximum) aggregate amount or (maximum) partial amounts, and submit the amount(s) so determined for ratification by the General Meeting.
	⁴La Société ou les sociétés qu'elle contrôle peuvent verser ou octroyer des rémunérations avant l'approbation par l'Assemblée générale, sous réserve de ratification ultérieure.		⁴The Company or companies controlled by it may pay or grant compensation prior to the ratification by the General Meeting subject to subsequent ratification.
	⁵Si des rémunérations variables sont approuvées de manière prospective, le Conseil d'administration soumet le rapport de rémunération au vote consultatif de l'Assemblée générale.		⁵If variable compensation is ratified prospectively, the Board shall submit the compensation report to the General Meeting for an advisory vote.

	Article 29		Article 29
Montant complémentaire en cas de changements au sein de la Direction	Si le montant global maximal de la rémunération déjà approuvé par l’Assemblée générale n’est pas suffisant pour couvrir également la rémunération d’une ou plusieurs personnes devenant membre de la Direction après que l’Assemblée générale a approuvé la rémunération de la Direction pour la période visée, alors la Société ou les sociétés qu’elle contrôle sont autorisées à verser à ce(s) nouveau(x) membre(s) un montant complémentaire au cours de la (des) période(s) de rémunération déjà approuvée(s). Le montant complémentaire par période de rémunération ne doit au total pas dépasser 80 pour cent du montant global de la rémunération (maximale) de la Direction approuvé en dernier par l’Assemblée générale.	Supplementary Amount for Changes to the Executive Management Team	If the maximum aggregate amount of compensation already ratified by the General Meeting is not sufficient to also cover the compensation of one or more persons who become members of the Executive Management Team after the General Meeting has ratified the compensation of the Executive Management Team for the relevant period, then the Company or companies controlled by it shall be authorized to pay such new member(s) a supplementary amount during the compensation period(s) already ratified. The supplementary amount per compensation period shall in total not exceed 80 per cent of the respective aggregate amount of (maximum) compensation of the Executive Management Team last approved.

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	Article 30		Article 30
Rémunération des membres du Conseil d'administration et de la Direction	¹La rémunération des membres non-exécutifs du Conseil d’administration est constituée d'éléments de rémunération en espèces et/ou en actions lesquels n'incluent pas de bonus en espèces liés aux performances financières et peut comprendre d'autres éléments de rémunération. La rémunération totale prend en compte la fonction et le niveau de responsabilité de chaque bénéficiaire.	Compensation of the Members of the Board and the Executive Management Team	¹The compensation of the non-executive members of the Board consists of cash and/or equity compensation elements that do not include cash bonus elements tied to financial performance and may comprise other compensation elements. Total compensation shall take into account position and level of responsibility of the respective recipient.
	² La rémunération des membres exécutifs du Conseil d'administration et des membres de la Direction comprend des éléments fixes et variables, tels que déterminés par le Conseil d'administration ou le Comité de rémunération (selon le cas). La rémunération fixe comprend le salaire de base et peut comprendre d'autres éléments de rémunération. La rémunération variable prend en compte l'accomplissement de certains objectifs de performance spécifiques.		² The compensation of the executive members of the Board and the members of the Executive Management Team shall include fixed and variable compensation elements, as further determined by the Board or the Compensation Committee (as appropriate). Fixed compensation comprises the base salary and may comprise other compensation elements. Variable compensation shall take into account the achievement of specific performance targets.
	³ Les éléments de rémunération variable à court terme sont régis par des paramètres de performance qui prennent en compte des mesures déterminées par le Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, par le Comité de rémunération, y compris, sans restriction, la performance de la Société, du groupe et/ou de parties de celui-ci, des objectifs par rapport au marché, à d'autres sociétés ou à des références comparables et/ou des objectifs individuels, et dont la réalisation est généralement mesurée, sauf décision contraire du Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, du Comité de rémunération, sur une période d'un an. Sauf décision contraire du Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, du Comité de rémunération, le montant cible annuel des éléments de rémunération variable à court terme est fixé comme un multiple du salaire de base ; en fonction des performances réalisées, la rémunération peut s'élever à un multiple du montant cible.		³Short-term variable compensation elements shall be governed by performance metrics that take into account measures determined by the Board, or to the extent delegated to it, the Compensation Committee, including, without limitation, the performance of the Company, the group and/or parts thereof, targets in relation to the market, other companies or comparable benchmarks and/or individual targets, and the achievement of which is generally measured, unless otherwise determined by the Board or, to the extent delegated to it, the Compensation Committee, during a one-year period. Unless otherwise determined by the Board, or to the extent delegated to it, the Compensation Committee, the annual target amount of the short-term variable compensation elements shall be fixed as a multiple of the base salary; depending on achieved performance, the compensation may amount to a multiple of the target amount.

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	⁴ Les éléments de rémunération variable à long terme sont régis, entre autres, par des paramètres de performance qui tiennent compte des objectifs stratégiques et/ou financiers de la Société, du groupe et/ou de certaines parties de celui-ci, des objectifs par rapport au marché, à d'autres sociétés ou à des références comparables et/ou l'évolution du cours de l'action de la Société, dont la réalisation est généralement mesurée, sauf décision contraire du Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, du Comité de rémunération, au cours d'une période pérenne, ainsi que des éléments de rétention, dans chaque cas comme déterminés par le Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, le Comité de rémunération. Sauf décision contraire du Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, du Comité de rémunération, le montant cible annuel des éléments de rémunération variable à long terme est fixé comme un multiple du salaire de base ; en fonction des performances réalisées, la rémunération peut s'élever à un multiple du montant cible.			⁴Long-term variable compensation elements shall be governed by, among other things, performance metrics that take into account strategic and/or financial objectives of the Company, the group and/or parts thereof, targets in relation to the market, other companies or comparable benchmarks and/or the Company’s share price development, achievement of which is generally measured, unless otherwise determined by the Board or, to the extent delegated to it, the Compensation Committee, during a perennial period, as well as retention elements, in each case as determined by the Board, or to the extent delegated to it, the Compensation Committee. Unless otherwise determined by the Board, or to the extent delegated to it, the Compensation Committee, the annual target amount of the long-term variable compensation elements shall be fixed as a multiple of the base salary; depending on achieved performance, the compensation may amount to a multiplier of the target amount.
	⁵Le Conseil d'administration ou, dans la mesure où cette compétence lui a été déléguée, le Comité de rémunération, détermine les paramètres de performance pertinents, les objectifs de performance et les montants cibles des éléments de rémunération variable à court et à long terme, ainsi que leur réalisation.			⁵The Board or, to the extent delegated to it, the Compensation Committee shall determine the relevant performance metrics, performance targets and target amounts of the short- and long-term variable compensation elements, as well as their achievement.
	⁶La rémunération peut être versée en espèces, sous forme d'Actions ou d’autres types de prestations ; la rémunération des membres exécutifs du Conseil d'administration et des membres de la Direction peut également être versée sous forme d'options ou d’instruments ou unités comparables. Le Conseil d’administration ou, dans la mesure où cette compétence lui a été déléguée, le Comité de rémunération, détermine les conditions et périodes d’octroi, d’acquisition (vesting), d’exercice, de restriction ou de déchéance. Il peut en particulier prévoir la continuation, l’accélération ou la suppression des conditions et périodes d’acquisition (vesting), d’exercice, de restriction et de déchéance, le paiement ou l'octroi d’une rémunération en fonction de la réalisation d'objectifs supposés, ou encore la déchéance des droits, dans chaque cas lors d’événements prédéterminés tels que notamment un changement de contrôle ou la fin d’un contrat de travail ou de mandat. La Société peut se procurer les Actions ou d'autres titres de participation nécessaires par le biais d’achats sur le marché ou en utilisant son capital conditionnel.			⁶Compensation may be paid in the form of cash, Shares or other types of benefits; for the executive members of the Board and the members of the Executive Management Team, compensation may in addition be granted in the form of options or comparable instruments or units. The Board or, to the extent delegated to it, the Compensation Committee shall determine grant, vesting, exercise, restriction or forfeiture conditions and periods. In particular, they may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change-of-control or termination of an employment or mandate agreement. The Company may procure the required Shares or other securities through purchases in the market or by using conditional share capital.

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	⁷La rémunération peut être versée par la Société ou des sociétés qu’elle contrôle.		⁷Compensation may be paid by the Company or companies controlled by it.

	Section 5 Contrats avec les membres du Conseil d'administration et de la Direction		Section 5 Agreements with Members of the Board and the Executive Management Team

	Article 31		Article 31
Contrats avec les membres du Conseil d'administration et de la Direction	¹La Société ou les sociétés qu’elle contrôle peuvent conclure des contrats de durée déterminée ou indéterminée avec les membres du Conseil d’administration en relation avec leur rémunération. La durée des contrats ne doit pas excéder la durée des fonctions.	Agreements with Members of the Board and the Executive Management Team	¹The Company or companies controlled by it may enter into agreements for a fixed term or for an indefinite term with members of the Board relating to their compensation. The term of the agreements may not exceed the term of offices.
	² Les contrats de travail de durée déterminée avec les membres de la Direction peuvent avoir une durée maximale d’une année. Ils peuvent être renouvelés. Les contrats de travail de durée indéterminée peuvent prévoir un délai de résiliation d’au maximum douze mois.		² Employment agreements for a fixed term with members of the Executive Management Team may have a maximum term of one year; renewal is possible. Employment agreements for an indefinite term may have a termination notice period of at a maximum twelve months.

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	Section 6 Mandats en dehors du groupe		Section 6 Mandates Outside of the Group

	Article 32		Article 32
Mandats en dehors du groupe	¹Aucun membre du Conseil d'administration ne peut assumer plus de dix mandats supplémentaires, dont quatre au maximum dans des sociétés cotées ou tout autre nombre inférieur prévu dans les Corporate Governance Principles de la Société. Sous réserve des limitations énoncées dans le présent article 32, le Conseil d'administration peut prévoir d'autres conditions concernant le nombre de mandats assumés par les membres du Conseil d'administration dans des règlements, y compris dans les Corporate Governance Principles de la Société.	Mandates Outside of the Group	¹No member of the Board may hold more than ten additional mandates of which no more than four may be in listed companies or such lower number as may be provided in the Company’s Corporate Governance Principles. Subject the limitations set forth in this Article 32, the Board may stipulate further details as regards the number of mandates held by members of the Board in regulations, including in the Company’s Corporate Governance Principles.
	² Aucun membre de la Direction ne peut assumer plus de cinq mandats supplémentaires, dont au maximum un dans une société cotée. Chacun de ces mandats est soumis à l'approbation du Conseil d'administration ou du ou de la président(e) du Conseil d'administration.		² No member of the Executive Management Team may hold more than five additional mandates of which no more than one may be in a listed company. Each of these mandates is subject to the approval by the Board or the chair of the Board.
	³Les mandats suivants ne sont pas soumis aux limites mentionnées aux alinéas 1 et 2 du présent article 32 :		³The following mandates shall not be subject to the limitations set forth in paragraphs 1 and 2 of this Article 32:
	(a)     les mandats dans des sociétés contrôlées par la Société ou qui contrôlent la Société ;		(a)     mandates in companies which are controlled by the Company or which control the Company;
	(b)     les mandats assumés sur requête de la Société ou de toute autre société qu’elle contrôle. Aucun membre du Conseil d’administration ou de la Direction ne peut exercer plus de dix mandats de ce genre ; et		(b)     mandates held at the request of the Company or companies controlled by it. No member of the Board or of the Executive Management Team shall hold more than ten such mandates; and
	(c)     les mandats dans des associations, associations professionnelles ou commerciales, fondations, trusts, fondations de prévoyance professionnelle, institutions éducatives et organisations similaires. Aucun membre du Conseil d’administration ou de la Direction ne peut exercer plus de dix mandats de ce genre.		(c)     mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions and similar organizations. No member of the Board or of the Executive Management Team shall hold more than ten such mandates.

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	⁴Le terme mandat désigne toute mandat dans des fonctions similaires auprès d'autres entreprises poursuivant un but économique. Sont considérés comme étant un seul mandat, les mandats auprès de différentes entités juridiques sous contrôle commun ou ayant le même ayant droit économique.		⁴Mandates shall mean mandates in comparable functions at other enterprises with a for-profit economic purpose. Mandates in different legal entities that are under joint control or same beneficial ownership are deemed one mandate.

	Section 7 Exercice social, emploi du bénéfice		Section 7 Financial Year, Profit Allocation

	Article 33		Article 33
Exercice social	L'exercice social est fixé par le Conseil d'administration.	Financial Year	The Company's financial year shall be determined by the Board.

	Article 34		Article 34
Emploi du bénéfice résultant du bilan, réserves	¹L'Assemblée générale détermine l'emploi du bénéfice résultant du bilan conformément au droit applicable. Le Conseil d'administration lui soumet ses propositions.	Allocation of Profit Shown on the Balance Sheet, Reserves	¹The General Meeting shall resolve on the allocation of the balance sheet profit in accordance with applicable law. The Board shall submit its proposals to the General Meeting.
	² En sus des réserves prescrites par la loi, l'Assemblée générale peut, dans le cadre des prescriptions légales, constituer des réserves supplémentaires.		² In addition to the reserves required by law, and subject to applicable law, the General Meeting may create other reserves.
	³Les dividendes qui n'ont pas été perçus dans un délai de cinq ans après leur date de paiement reviennent à la Société et seront alloués à la réserve légale issue du bénéfice.		³Dividends that have not been collected within five years after their payment date shall inure to the Company and be allocated to the statutory profit reserves.

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	Section 8 Dissolution, liquidation		Section 8 Dissolution, Liquidation

	Article 35		Article 35
Dissolution, liquidation	¹La liquidation de la Société s'effectue conformément au droit applicable. Les liquidateurs sont autorisés à vendre des actifs (immeubles y compris) de gré à gré.	Dissolution, Liquidation	¹The liquidation of the Company shall be effected pursuant to applicable law. The liquidators shall be entitled to sell assets (real estate included) in private transactions.
	² Après paiement des dettes de la Société, l'actif est réparti entre les actionnaires au prorata de leurs versements.		² Upon discharge of all liabilities of the Company, the assets shall be distributed to the shareholders in proportion to the capital paid-in.

	Section 9 Communications, organe de publication		Section 9 Notices, Means of publication

	Article 36		Article 36
Communications, organe de publication	¹L'organe de publication de la Société est la Feuille officielle suisse du commerce.	Notices, Communications	¹The official means of publication of the Company shall be the Swiss Official Gazette of Commerce.
	² Le Conseil d'administration peut désigner d'autres organes de publication dans certains cas particuliers.		² In particular cases, the Board may specify other means of publication.
	³Les communications aux actionnaires peuvent, au choix du Conseil d'administration, être valablement effectuées par publication dans la Feuille officielle suisse du commerce ou sous une forme permettant d'en établir la preuve par texte, aux dernières coordonnées de l’actionnaire ou de son bénéficiaire autorisé qui figurent au registre des actions.		³Notices by the Company to the shareholders may, at the election of the Board, be validly given by publication in the Swiss Official Gazette of Commerce or, in a form that allows proof by text, to the most recent contact information of the shareholder or authorized recipient recorded in the share register.

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	Section 10 Langue faisant foi		Section 10 Authoritative Language

	Article 37		Article 37
Langue faisant foi	En cas de désaccord entre la version française et la version anglaise des présents statuts, la version française prévaut.	Authoritative Language	In the event of discrepancies between the French version and the English version of these Articles of Association, the French version shall prevail.

	Section 11 Définitions		Section 11 Definitions

	Article 38		Article 38
Access Notice	Le terme Access Notice désigne les informations et documents suivants relatifs à l'Access Shareholder et signés par celui-ci : (i) la Schedule 14N (ou tout formulaire qui la remplace) relative au candidat, remplie et déposée auprès de la SEC par l'Access Shareholder conformément aux règles de la SEC ; (ii) une notification écrite de la nomination de ce candidat qui comprend les informations, accords, déclarations et garanties supplémentaires suivants de la part de l'Access Shareholder (y compris chaque membre du groupe) : (A) les Informations relatives à la Personne proposant une Candidature ; (B) les détails de toute relation ayant existé au cours des trois dernières années et qui aurait été décrite conformément à l'Item 6(e) de la Schedule 14N (ou tout Item qui le remplace) si elle a existé à la date de soumission de la Schedule 14N ; (C) une déclaration et garantie que l'Access Shareholder satisfait aux conditions d'admissibilité énoncées à l'article 16 al. 3 et a fourni une preuve de propriété dans la mesure requise par l'article 16 al. 3 ; (D) les détails de toute fonction occupée par le candidat en tant que directeur ou membre du conseil d'administration de tout concurrent de la Société (c'est-à-dire toute entité qui fabrique des produits ou fournit des services qui sont en concurrence avec les principaux produits fabriqués ou services fournis par la Société ou ses sociétés affiliées ou qui constituent des alternatives à ceux-ci), au cours des trois années précédant la soumission de l'Access Notice ; (E) une déclaration et garantie que l'Access Shareholder n'utilisera pas de proxy card autre que celle de la Société pour solliciter des actionnaires en vue de l'élection d'un candidat lors d'une Assemblée générale; (F) si souhaité, une déclaration à inclure dans le proxy statement, le bulletin de vote ou le formulaire ou la procuration en faveur de l'élection du candidat au Conseil d'administration, à condition que cette déclaration soit raisonnablement concise et qu'elle soit pleinement conforme à la section 14 de l'Exchange Act et aux règles et règlements y afférents, y compris la règle 14a-9 ; et (G) toute autre information, y compris le questionnaire rempli destinés aux administrateurs de la Société que la Société peut demander raisonnablement, au plus tard cinq jours ouvrables après la demande de cette dernière.	Access Notice	The term Access Notice means the following information and documents with respect to and executed by the Access Shareholder: (i) Schedule 14N (or any successor form) relating to the nominee, completed and filed with the SEC by the Access Shareholder in accordance with SEC rules; (ii) a written notice of the nomination of such nominee that includes the following additional information, agreements, representations and warranties by the Access Shareholder (including each group member): (A) the Nominating Person Information; (B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (C) a representation and warranty that the Access Shareholder satisfies the eligibility requirements set forth in Article 16 para. 3 and has provided evidence of ownership to the extent required by Article 16 para. 3; (D) details of any position of the nominee as an officer or member of the board of directors of any competitor of the Company (that is, any entity that produces products or provides services that compete with or are alternatives to the principal products produced or services provided by the Company or its affiliates), within the three years preceding the submission of the Access Notice; (E) a representation and warranty that the Access Shareholder will not use any proxy card other than the Company’s proxy card in soliciting stockholders in connection with the election of a nominee at an General Meeting; (F) if desired, a statement for inclusion in the proxy statement, ballot or form or proxy in support of the nominee’s election to the Board, provided that such statement shall be reasonably concise and shall fully comply with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9; and (G) such other information, including completion of the Company’s director questionnaire, as it may reasonably request and no later than five business days after the Company’s request.

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Access Shareholder	Le terme Access Shareholder désigne un Eligible Holder qui a rempli, selon détermination du Conseil d'administration agissant de bonne foi, toutes les conditions applicables et s'est conformé à toutes les procédures applicables énoncées à l'article 16.	Access Shareholder	The term Access Shareholder means an Eligible Holder that has satisfied, as determined by the Board, acting in good faith, all applicable conditions and complied with all applicable procedures set forth in Article 16.
Bénéficiaires	Le terme Bénéficiaires est défini à l'article 4a al. 1 des présents Statuts.	Beneficiaries	The term Beneficiaries the meaning assigned to it in Article 4a para. 1 of these Articles of Association.
Conseil d'administration	Le terme Conseil d'administration est défini à l'article 4 al. 1 des présents statuts.	Board	The term Board has the meaning assigned to it in Article 4 para. 1 of these Articles of Association.
CO	Le terme CO désigne la Loi fédérale complétant le Code civil suisse, Livre cinquième : Droit des obligations, du 30 mars 1911, tel que modifié ultérieurement.	CO	The term CO means the Federal Act on the Amendment of the Swiss Civil Code, Part Five: The Code of Obligations, of March 30, 1911, as amended from time to time.
Candidat de la Société	Le terme Candidat de la Société désigne une ou plusieurs personnes nommées par ou sur instruction du Conseil d'administration ou de l'un de ses comités dûment institué.	Company Nominee	The term Company Nominee means any person(s) nominated by or at the direction of the Board or a duly appointed committee thereof.
Société	Le terme Société est défini à l'article 1 des présents statuts.	Company	The term Company has the meaning assigned to it in Article 1 of these Articles of Association.

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Direction	Le terme Direction désigne les membres du Conseil d'administration, les comités ou les personnes à qui le Conseil d'administration délègue la gestion conformément au règlement d'organisation de la Société et aux décisions adoptées par le Conseil d'administration à cet égard.	Executive Management Team	The term Executive Management Team means the members of the Board, committees or persons to whom the Board delegates executive management in accordance with the Company's organizational regulations and resolutions adopted by the Board thereunder.
Eligible Holder	Le terme Eligible Holder désigne une personne qui est un actionnaire inscrit au registre des actions au moment de la démarche concernée.	Eligible Holder	The term Eligible Holder means a person who is a shareholder of record at the time of the relevant action.
Exchange Act	Le terme Exchange Act désigne le Securities Exchange Act de 1934, tel que modifié, ainsi que toutes règles et réglementations promulguées sur la base de cet loi.	Exchange Act	The term Exchange Act means the Securities Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder.
Instruments Financiers	Le terme Instruments Financiers est défini à l'article 4c al. 1 des présents statuts.	Financial Instruments	The term Financial Instruments has the meaning assigned to it in Article 4c para. 1 of these Articles of Association.
Mandat	Le terme Mandat est défini à l'article 32 al. 4 des présents statuts.	Mandate	The term Mandate has the meaning assigned to it in Article 32 para. 4 of these Articles of Association.
Personne proposant une Candidature	Le terme Personne proposant une Candidature désigne un ou des actionnaires inscrits au registre des actions qui soumettent une candidature à proposer lors d'une Assemblée générale.	Nominating Person	The term Nominating Person means the shareholder(s) of record providing notice of a nomination proposed to be made at a General Meeting.
Informations relatives à la Personne proposant une Candidature	Le terme Informations relatives à la Personne proposant une Candidature désigne (a) une déclaration écrite indiquant si cette Personne proposant une Candidature a l'intention, ou fait partie d'un groupe qui a l'intention, de solliciter des procurations de vote conformément à la règle 14a-19 de l'Exchange Act en faveur de candidats administrateurs autres que ceux nommés par la Société et (b) si la Personne proposant une Candidature est une société de personnes, un trust, une société à responsabilité limitée, une société de capitaux ou une autre entité, l'identité des détenteurs d'une participation financière de plus de cinq pour cent dans cette Personne proposant une Candidature, ainsi qu'une description suffisamment détaillée de la nature de cette participation et de toute participation, le cas échéant, à l'investissement de la Personne proposant une Candidature dans la Société.	Nominating Person Information	The term Nominating Person Information means (a) a written representation as to whether such Nominating Person intends, or is part of a group that intends, to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and (b) if the Nominating Person is a partnership, trust, limited liability company, corporation or other entity, the identity of the owners of more than five percent financial interest in such Nominating Person and a description in reasonable detail of the nature of such interest and involvement, if any, in the Nominating Person’s investment in the Company.

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Informations relatives au Candidat	Le terme Informations relatives au Candidat désigne toutes les informations relatives au candidat proposé qui devraient être publiées, ou qui sont autrement nécessaires à la publication, dans un proxy statement ou tout autre document requis conformément à la section 14(a) de l'Exchange Act dans le cadre d'une sollicitation générale de procurations de vote pour l'élection d'administrateurs dans une élection contestée (y compris l'accord écrit du candidat proposé à être mentionné dans le proxy statement en tant que candidat et à siéger en tant qu'administrateur s'il est élu), y compris (a) une description raisonnablement détaillée de toutes les rémunérations directes et indirectes et autres contrats, arrangements ou accords pécuniaires importants au cours des trois dernières années, toute autre relation importante, entre ou parmi cette Personne proposant une Candidature et ses affiliés et associés, ou d'autres personnes agissant de concert avec elle, d'une part, et chaque candidat proposé et les membres de son groupe, ses affiliés, associés ou d'autres personnes agissant de concert avec lui, d'autre part, et (b) un questionnaire rempli (sous la forme fournie par le secrétaire sur demande écrite) concernant l'identité, l'expérience et les qualifications du candidat proposé et les renseignements sur toute autre personne ou entité au nom de laquelle la nomination est faite.	Nominee Information	The term Nominee Information means all information relating to such proposed nominee that would be required to be disclosed, or is otherwise necessary for disclosure, in a proxy statement or other filing required pursuant to Section 14(a) under the Exchange Act to be made in connection with a general solicitation of proxies for an election of directors in a contested election (including such proposed nominee’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected), including (a) a reasonably detailed description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings during the past three years, any other material relationships, between or among such Nominating Person and its affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee and his or her affiliates, associates or others acting in concert therewith, on the other hand, and (b) a completed questionnaire (in the form provided by the Secretary upon written request) with respect to the identity, background and qualification of the proposed nominee and the background of any other person or entity on whose behalf the nomination is being made.
Personne	Le terme Personne désigne toute personne physique, société de capitaux, société de personnes, association ou autre entité. En lien avec l'article 32 des présents statuts, ce terme n'inclut pas les personnes physiques.	Person	Person means any individual, corporation, partnership, unincorporated association or other entity. For purposes of Article 32 of these Articles of Association, it shall not include individuals.
Informations relatives à l'Ordre du Jour	Le terme Informations relatives à l'Ordre du Jour désigne (a) une description raisonnablement détaillée de l'affaire demandée à être soumise à l'Assemblée générale et les raisons pour lesquelles cet actionnaire ou toute autre Demandeur estime que l'adoption de la ou les mesures proposées seraient dans le meilleur intérêt de la Société et de ses actionnaires ; (b) une description raisonnablement détaillée de tout intérêt important de tout Demandeur dans cette affaire ainsi qu'une description raisonnablement détaillée de tous les contrats, arrangements et accords entre Demandeurs ou entre tout Demandeur et toute autre personne ou entité (avec leurs noms) en rapport avec la proposition ; et (c) le texte de l'ordre du jour ou de l'affaire (avec le texte des décisions proposées).	Proposal Information	The term Proposal Information means (a) a description in reasonable detail of the business desired to be brought before the General Meeting and the reasons why such shareholder or any other Proposing Person believes that the taking of the action or actions proposed to be taken would be in the best interests of the Company and its shareholders; (b) a description in reasonable detail of any material interest of any Proposing Person in such business and a description in reasonable detail of all agreements, arrangements and understandings among the Proposing Persons or between any Proposing Person and any other person or entity (including their names) in connection with the proposal; and (c) the text of the proposal or business (including the text of any proposed resolutions).

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Demandeur	Le terme Demandeur désigne le ou les actionnaires inscrits au registre des actions qui demandent qu'un objet ou une proposition soit inscrit à l'ordre du jour d'une Assemblée générale.	Proposing Person	The term Proposing Person means the shareholder(s) of record requesting that an item or a proposal be included on the agenda of a General Meeting.
Informations relatives au Demandeur	Le terme Informations relatives au Demandeur signifie (a) le nom et l'adresse de ce Demandeur, tels qu'ils figurent sur le registre des actions de la Société ; (b) le nombre d'Actions dont ce Demandeur est directement ou indirectement l'ayant droit économique ou l'actionnaire inscrit au registre des actions (y compris toutes les actions de toute catégorie ou série de la Société pour lesquelles ce Demandeur a le droit d'en devenir l'ayant droit économique, que ce droit puisse être exercé immédiatement ou seulement après un certain temps) ; (c) toute procédure judiciaire importante en cours ou imminente impliquant la Société, toute société affiliée à la Société ou l'un de leurs administrateurs ou directeurs respectifs, à laquelle le Demandeur ou ses affiliés sont parties ; et (d) toute autre information relative à ce Demandeur qui devrait figurer dans un proxy statement ou tout autre document requis conformément à la section 14(a) de l'Exchange Act en relation avec une sollicitation générale de procurations de vote ou de consentements par ce Demandeur pour soutenir la demande d'inscription à l'ordre du jour à soumettre lors d'une l'Assemblée générale ordinaire.	Proposing Person Information	The term Proposing Person Information means (a) the name and address of such Proposing Person, as they appear on the Company’s share register; (b) the number of Shares directly or indirectly beneficially owned or held of record by such Proposing Person (including any shares of any class or series of the Company as to which such Proposing Person has a right to acquire beneficial ownership, whether such right is exercisable immediately or only after the passage of time); (c) any material pending or threatened legal proceeding involving the Company, any affiliate of the Company or any of their respective directors or officers, to which such Proposing Person or its affiliates is a party; and (d) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required pursuant to Section 14(a) of the Exchange Act to be made in connection with a general solicitation of proxies or consents by such Proposing Person in support of the business proposed to be brought before the Annual General Meeting.
Publication	Le terme Publication désigne la publication dans un communiqué de presse relayé par le Dow Jones News Service, Bloomberg, Associated Press ou un service de presse international comparable ou dans un document déposé par la Société auprès de la SEC conformément à l'Exchange Act ou fourni par la Société aux actionnaires.	Public Disclosure	The term Public Disclosure means disclosure in a press release reported by the Dow Jones News Service, Bloomberg, Associated Press or comparable international news service or in a document filed by the Company with the SEC pursuant to Exchange Act or furnished by the Company to shareholders.

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Requérant	Le terme Requérant désigne le ou les actionnaires inscrits au registre des actions qui font une requête d'Assemblée Générale Extraordinaire Requise par des Actionnaires.	Requesting Person	The term Requesting Person means the shareholder(s) of record making a request for a Shareholder Requested Extraordinary General Meeting.
Informations relatives au Requérant	Le terme Informations relatives au Requérant désigne les Informations relatives au Demandeur et les Informations relatives à l'Ordre du Jour (sauf que le terme Requérant est remplacé par le terme Demandeur et que le terme Assemblée Générale Extraordinaire Requise par des Actionnaires est remplacé par le terme Assemblée générale).	Requesting Person Information	The term Requesting Person Information means the Proposing Person Information and the Proposal Information (except that the term Requesting Person shall be substituted for the term Proposing Person and Shareholder Requested Extraordinary General Meeting shall be substituted for the term General Meeting).
Participation Requise	Le terme Participation Requise est défini à l'article 9 al. 3 des présents statuts.	Requisite Percentage	The term Requisite Percentage has the meaning assigned to it in Article 9 para. 3 of these Articles of Association.
SEC	Le terme SEC désigne la Securities and Exchange Commission.	SEC	The term SEC means the Securities and Exchange Commission.
Action(s)	Le terme Action(s) est défini à l'article 4 des présents statuts.	Share(s)	The term Share(s) has the meaning assigned to it in Article 4 of these Articles of Association.
Transaction Stratégique	Le terme Transaction Stratégique est défini à l'article 4a al. 2 des présents statuts.	Strategic Transaction	The term Strategic Transaction has the meaning assigned to it in Article 4a para. 2 of these Articles of Association.

Genève, le 19 octobre 2023

Geneva, October 19, 2023

(suivent les signature)

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ENREGISTRE A GENEVE LE 20 OCTOBER 2023

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EXPEDITION CONFORME
DELIVREE AU
REGISTER DU COMMERCE
AUX FINS D’INSCRIPTION

Exhibit 3.2

Organizational Regulations

dated as of October 31, 2023

of Bunge Global SA a Swiss corporation with its registered office in Geneva, Switzerland

Organizational Regulations of Bunge Global SA

Scope and Basis

(a)

These Organizational Regulations (the Regulations) are enacted by the board of directors (the Board) of Bunge Global SA (the Company) pursuant to article 716b of the Swiss Code of Obligations, dated as of March 30, 1911, as amended from time to time (the CO) and Article 19 para. 2, Article 21 para. 1 through para. 3, and Article 22 para. 3 of the Company’s articles of association (the Articles).

(b)

The corporate governance, the internal organization and the duties, powers and responsibilities of the executive bodies of the Company are governed by:

(i)

the Articles;

(ii)

these Regulations;

(iii)

the Company's Corporate Governance Principles (including the Board Membership Criteria and Diversity Policy) (the Corporate Governance Principles);

(iv)

the charters of the Standing Committees;

(v)

the policies regarding pre-clearance of securities trades and use of derivative securities; and

(vi)

the corporate policy and procedure on insider trading.

Executive Bodies of the Company

(a)

The executive bodies of the Company are:

(i)

the Board, consisting of its members (each such member a Director);

(ii)

the chair of the Board (the Chair);

(iii)

the Lead Independent Director (appointed in accordance with Section 3(c));

(iv)

the standing and additional committees of the Board (the Committees);

(v)

the Chief Executive Officer of the Company (the CEO);

(vi)

the executive management team of the Company (including the CEO) (the Executive Management Team); and

(vii)

the other senior officers of the Company (each a Senior Officer).

The Board

(a)

Organization: The Board shall, to the extent permissible by law, determine its own organization.

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Organizational Regulations of Bunge Global SA

(b)

Chair of the Board: The shareholders elect the Chair in accordance with the CO and the Articles. The Chair shall in particular preside at all meetings of the Board, as further set forth in Section 3(j), and at general meetings of shareholders (unless resolved otherwise by the Board). In addition, the Chair shall:

(i)

take provisional decisions on behalf of the Board where urgent business matters within the authority of the Board so require and a regular Board resolution cannot be adopted in time. The Chair shall promptly inform the other Directors of any such decision, and any such decision shall be submitted to the Board for ratification at the next Board meeting; and

(ii)

interact with the CEO, other Executive Management Team members and Senior Officers on a regular basis outside Board meetings.

In addition, the Chair shall have such further duties as set forth in these Regulations or as the Board may assign from time to time.

(c)

Lead Independent Director: In the event that the Chair is not an Independent Director, or in such other circumstances as the Board considers advisable, the Independent Directors of the Board shall appoint a Lead Independent Director whose duties and responsibilities shall be those set forth in the Corporate Governance Principles and such duties and responsibilities as the Board may determine from time to time.

(d)

Powers and Duties of the Board in General: The Board is entrusted with the ultimate direction of the Company, including determining the principles of business strategy and the related policies, the overall supervision of the Company's subsidiaries and the supervision and control of the Executive Management Team. The Board shall exercise its functions as required by law, the Articles and these Regulations. The Board shall be authorized to pass resolutions on all matters that are not reserved to the general meeting of shareholders or to any other executive bodies by applicable law, the Articles or these Regulations.

(e)

Powers and Duties: The Board has such non-transferable duties and competences as required by applicable law. Subject to the limitations of applicable law, the Board has such additional powers, duties and responsibilities as the Board may determine from time to time, including those set forth in the Corporate Governance Principles.

(f)

Delegation of Management: The Board delegates management of the Company to the CEO and the other members of the Executive Management Team, except for (i) the non-transferable duties of the Board pursuant to applicable law and (ii) any duties and competencies retained by the Board according to its delegation of authority or any other policies or procedures adopted by the Board.

(g)

Calendar and Agenda: A calendar of the four regularly scheduled Board meetings as established by the Board and all regularly scheduled Committee meetings is prepared annually by the Chair (in consultation with the CEO, as appropriate, the Lead Independent Director (if any) and the Committee chairs, and all interested Directors). The Chair and the CEO are responsible for setting meeting agendas with input from the Directors, who may propose the inclusion of items on the agenda for the Board and Committee meetings. Directors receive the agenda and materials for regularly scheduled meetings in advance.

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Organizational Regulations of Bunge Global SA

(h)

Convening Meetings: The Board meets whenever required by business, but a minimum of four times a year. One of these meetings shall be scheduled in conjunction with the Company’s annual general meeting of shareholders. Board meetings shall be convened by a secretary appointed by the Board (the Secretary), the Chair, the Lead Independent Director (if any), or, in their absence, by any other Director designated by the Board.

A Director may request that the Chair convene a meeting as soon as reasonably practicable, subject to providing a reason for so requesting a meeting.

(i)

Notice of Meetings: Notice of any meeting stating the place, date and hour of the meeting shall be given to each Director by either by mail not less than 48 hours before the date of the meeting, or by telephone, facsimile, email or any other electronic means on not less than 24 hours’ notice before the date of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances. Items on the agenda shall be set forth in such notice. Any Director may waive any notice required to be given by law or these Regulations, and the attendance of a Director at a meeting shall be deemed to be a waiver by such Director of notice of such meeting. Unless all Directors agree, only business indicated on the agenda may be transacted at any meeting. These formal requirements do not have to be observed if a meeting is only convened in order to record the completion of increases in share capital that have been approved by shareholders (including in the form of a capital band or conditional share capital) or a change in the currency of the share capital and related amendments to the Articles.

(j)

Chairing of Board Meetings: The Chair, or in his or her absence, the Lead Independent Director, if any, or, in his or her absence, the CEO (if the CEO is a Director), shall chair Board meetings. In the absence of the Chair, Lead Independent Director, and CEO, the Directors present at the meeting may choose one of their number to be the acting chair of the meeting.

(k)

Proposals: At Board meetings, each Director shall be entitled to submit proposals regarding the items on the agenda. Directors may also submit proposals regarding items on the agenda in writing in advance of the meeting.

(l)

Quorum: A quorum of the Board shall be constituted when a majority of the Directors then in office is present in person or participate by means of a video- or teleconference or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time, provided that at any meeting duly called, whether or not a quorum is present, a majority of the Directors present may adjourn such meeting from time to time and place to place without notice other than by announcement by the Chair or other person chairing such meeting. A quorum of the Board shall not be required at meetings convened only to record the completion of increases in share capital that have been approved by shareholders (including in the form of a capital band or conditional share capital) or a change in the currency of the share capital and related amendments to the Articles.

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Organizational Regulations of Bunge Global SA

(m)

Majority Vote: The Board shall pass its resolutions by a majority of the votes cast, whereby abstentions shall be disregarded for purposes of establishing the majority. In case of a tie of votes, the Chair shall not have the casting vote and the relevant resolution shall be considered to have failed. Directors may not be represented by alternates or other Directors in a meeting of the Board.

(n)

Circular Resolutions. Board resolutions may also be passed by means of written resolutions ("circular resolutions"), in writing, by facsimile, by email or similar means, provided that no Director requests, either by phone, facsimile, email or similar means, deliberation in a meeting, within three (3) calendar days after becoming aware of the proposed resolution. Board resolutions by means of written resolutions require the affirmative vote of a relative majority of the Directors. Such resolutions may be contained in one document or in several documents in like form, each signed by one or more Directors. Resolutions adopted by exchange of emails need not be signed. Board resolutions by means of written resolutions shall be recorded in minutes at the next Board meeting.

(o)

Virtual Meetings: Board meetings may be held and resolutions may be passed by means of a telephone or video conference or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Resolutions adopted at such meetings shall have the same legal effect as meetings held in person.

(p)

Minutes: All resolutions shall be recorded. The minutes shall be kept by the Secretary or, in his or her absence, any other person designated by the Chair. The minutes shall be signed by the Chair and the person keeping the minutes, and must be approved by the Board.

(q)

Reporting: At every meeting the CEO shall report to the Board of Directors on business developments with respect to the Company. The Board of Directors shall be informed promptly of any extraordinary business developments, which may require notification between Board meetings. If necessary, the Executive Management Team members and other Senior Officers may be invited to attend Board meetings. Directors shall be informed of extraordinary developments as soon as practicable by way of letter, telephone, facsimile and/or email.

(r)

Compensation: Subject to mandatory provision of the law, the Articles and the compensation authorized by shareholders in accordance with the law and the Articles, each Director shall be entitled to receive as compensation for such Director’s services as a Director or Committee member or for attendance at meetings of the Board or Committees, or both, such amounts (if any) of cash or shares as shall be fixed from time to time by the Board or an authorized committee of the Board. Each Director shall be entitled to reimbursement for reasonable traveling expenses incurred by such Director in attending any such meeting.

Subject to mandatory provision of the law, the Articles and the compensation authorized by shareholders in accordance with the law and the Articles, the Board may from time to time determine that, all or part of any fees or other compensation payable to any Director shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities (including, without limitation, deferred stock units), on such terms as the Board or appropriate committee of the Board may determine.

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Organizational Regulations of Bunge Global SA

Subject to mandatory provision of the law, the Articles and the compensation authorized by shareholders in accordance with the law and the Articles, the Board may grant special compensation to any Director who, being called upon, shall perform any special or extra services for or at the request of the Company.

Directors who are officers and employees of the Company receive no additional compensation for service as Directors.

Executive Management Team and Senior Officers

(a)

Delegation of Authority: The Board may by power of attorney or otherwise appoint any person, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit, except that the Board cannot delegate its powers and duties that are non-transferable pursuant to applicable law. The Board may revoke or vary any such appointment or delegation, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any such revocation or variation. Any such power of attorney or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.

(b)

Appointment of the Executive Management Team and Senior Officers: The Board shall have the power to appoint the members of the Executive Management Team, which shall include a CEO, a Chief Financial Officer and other members as deemed appropriate by the Board from time to time. The Board may also appoint such other Senior Officers and other officers as it may deem expedient. Subject to the exercise of such power of appointment and subject always to the control of the Board, such Executive Management Team members, Senior Officers and other officers shall have such powers and shall perform such duties as are set in this Section 4.

(c)

Executive Management Team Members:

(i)

CEO: One of the officers being a member of the Executive Management Team shall be the CEO of the Company. The CEO shall have such powers and perform such duties as may be conferred upon him or her from time to time by the Board. In the absence of the Chair and the Lead Independent Director (if any), the CEO shall preside at all meetings of the Board if the CEO is a Director.

(ii)

Chief Financial Officer (CFO): One of the officers being a member of the Executive Management Team shall be the CFO of the Company. The CFO shall have such powers and perform such duties as may be conferred upon him or her from time to time by the Board.

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Organizational Regulations of Bunge Global SA

(d)

Other Senior Officers and Officers:

(i)

President: The President shall be appointed by the Board and shall have such powers and perform such duties as the Board may assign from time to time.

(ii)

Vice Presidents: Each Vice President shall have such powers and perform such duties as may be conferred upon him or her by the Board or determined by the CEO from time to time.

(iii)

Treasurer: The Treasurer shall have the oversight and control of the funds of the Company and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Company except as otherwise provided in these Regulations.

(iv)

Chief Accounting Officer: The Chief Accounting Officer shall have the oversight and control of the accounting records of the Company and shall prepare such accounting reports and recommendations as shall be appropriate for the operation of the Company.

(v)

Secretary: It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders, the Board, and to authenticate records of the Company. The Secretary shall give notice of meetings of the Board and shall perform like duties for the Committees when so required.

(vi)

Other Officers: The powers and duties of all other officers, assistant officers and deputy officers are at all times subject to the control of the Board, and any other officer may be removed at any time at the discretion of the Board.

(e)

Change in Power and Duties of Officers: Notwithstanding anything to the contrary contained in these Regulations, the Board may, from time to time, increase or reduce the powers and duties of the respective officers of the Company whether or not the same are set forth in these Regulations and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

Board Committees

(a)

General: The Board may, by resolution passed by a majority of the Directors then in office, designate one or more Committees, each Committee to consist of one or more of the Directors, as designated by the Board unless otherwise specifically provided by law or the Articles. At all meetings of any Committee, a majority of its members (or one member, if the Committee is comprised of only one or two members) shall constitute a quorum for the transaction of business, and the act of a majority of the members present shall be the act of any such Committee, unless otherwise specifically provided by law, the Articles or these Regulations. Subject to applicable law, the Articles and any stock exchange listing rules, the Board shall have the power at any time to change the number and members of any such Committee, to fill vacancies and to discharge any such Committee.

7/8

Organizational Regulations of Bunge Global SA

(b)

Governing Procedural Rules: The procedural rules applicable to Board meetings shall apply also to meetings of Committees, unless different provisions shall be prescribed by the Board or the applicable Committee charter. Subject to applicable law and the Articles, each Committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board when required and shall observe such procedures as are prescribed by the Board or the applicable Committee charter. Committee meetings are normally held in conjunction with Board meetings.

(c)

Standing Committees: The standing Committees of the Board shall be the Audit Committee, the Human Resources and Compensation Committee, the Corporate Governance and Nominations Committee, and such other standing committees as the Board may establish from time to time (the Standing Committees). The responsibilities of each Standing Committee are set forth in the charter of each such Committee.

(d)

Special Committee: The Board may also convene a special committee (a Special Committee) to review certain material matters being considered by the Board. The Special Committee will report its activities to the Board.

General Provisions

(a)

Signatory Power: The Directors, the members of the Executive Management Team, the Senior Officers and the other officers and persons authorized to represent the Company and its subsidiaries shall have joint or single signatory power, in each case as determined by the Board.

(b)

Fiscal Year: The fiscal year of the Company commences on January 1 and ends on December 31.

Insurance

The Company may procure liability insurance for the members of the Board and the Executive Management Team in line with best practices for Swiss and U.S. listed companies.

Final Provision

These Regulations shall enter into force on the date of adoption by the Board. These Regulations may be altered, amended or repealed and new Regulations may be adopted at any meeting of the Board by the majority set forth in Section 3(m).

8/8

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 1, 2023

1.630% Senior Secured Notes Due 2025

BY AND AMONG

BUNGE LIMITED FINANCE CORP.,

as Issuer

BUNGE LIMITED,

as Existing Guarantor

BUNGE GLOBAL SA,

as Successor Guarantor

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2023 (this “Supplemental Indenture”), by and among BUNGE LIMITED FINANCE CORP., a Delaware corporation (the “Issuer” or the “Company”), BUNGE GLOBAL SA, a corporation incorporated under the laws of Switzerland (“BGSA”), as successor guarantor (the “Successor Guarantor”), BUNGE LIMITED, a company incorporated under the laws of Bermuda (“BL”), as existing guarantor (the “Existing Guarantor”; prior to the date hereof, the Existing Guarantor, and on and after the date hereof, the Successor Guarantor, shall be referred to herein as the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantor and the Trustee are parties to that certain Indenture, dated as of August 17, 2020, as supplemented by that certain First Supplemental Indenture, dated as of June 21, 2023 (as further amended, restated, supplemented or otherwise modified prior to the effectiveness of this Supplemental Indenture, the “Indenture”), relating to the Company’s 1.630% Senior Notes Due 2025 (the “Notes”);

WHEREAS, as of the date hereof, BL has transferred, sold, assigned or otherwise distributed substantially all of its assets to BGSA (the “Asset Transfer”);

WHEREAS, Section 4.01 and Section 9.01(2) of the Indenture permits the Company, the Guarantor and the Trustee, together, to amend or supplement the Indenture and the Notes for the purposes of the Successor Guarantor assuming the obligations of the Existing Guarantor in connection with the Asset Transfer without the consent of Holders;

WHEREAS, effective as of the date hereof, the Successor Guarantor will become the Guarantor and automatically assume all of the obligations of the Guarantor under the Indenture and the Notes in accordance with this Supplemental Indenture;

WHEREAS, the Trustee has received an Officer’s Certificate from the Company in accordance with Sections 7.02(b) and 11.04(1) of the Indenture and an Opinion of Counsel in accordance with Sections 4.01, 7.02(b) and 11.04(2) of the Indenture; and

WHEREAS, each of the conditions in the Indenture necessary to give effect to the amendments set forth herein have been satisfied.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor, the Successor Guarantor and the Trustee hereby agree as follows:

Article 1
Definitions and Other Provisions of General Application

Section 1.01.          Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

Section 1.02.          Headings. The headings of the sections herein have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Article 2
Assumption of Obligations

Section 2.01.          Assumption of Guarantor Obligations. Effective as of 12:01 am (New York City time) on date hereof (the “Guarantee Assignment Effective Date”), automatically without further act or deed, notice, consent or the execution of any other documentation, (i) the Existing Guarantor hereby assigns to the Successor Guarantor, and the Successor Guarantor hereby assumes, all rights, obligations and liabilities of the Existing Guarantor under the Guarantee (including all of the Existing Guarantor’s obligations and duties to perform under the Indenture and the Notes as Guarantor), including, but not limited to, the due and punctual payment of principal of and premium, if any, and interest and additional amounts, if any, on the Notes in accordance with the terms of the Indenture and the Notes, (ii) the Successor Guarantor shall become the “Guarantor” with the same force and effect as if originally named in the Indenture as the Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all rights, obligations and liabilities of the Existing Guarantor in such capacity, (iii) the Successor Guarantor shall hereby be bound by the covenants, representations, warranties and agreements contained in the Guarantee and which are binding upon, and to be observed or performed by, the Existing Guarantor or “Guarantor” under the Guarantee, (iv) the Successor Guarantor hereby ratifies, and confirms the validity of, all of its obligations and liabilities under the Guarantee, (v) each reference to the “Guarantor” in the Guarantee and in any other document in connection therewith shall hereby be deemed to refer to the Successor Guarantor and (vi) the Existing Guarantor shall be released from its obligations under the Guarantee.

Section 2.02.          Indemnity. Each of the Existing Guarantor and the Successor Guarantor shall indemnify (fully, unconditionally and irrevocably) each holder and beneficial owner of the Notes and the Trustee against any tax or duty of whatever nature (other than any tax imposed by reason of the holders or beneficial owners of the Notes having some connection with any such jurisdiction, other than their participation as holders or beneficial owners of the Notes under the Indenture) which is incurred or otherwise suffered by such holders and beneficial owners and the Trustee with respect to the Notes and which would not have been incurred or otherwise suffered in the absence of the Asset Transfer.

Article 3
Amendments to Indenture

Section 3.01.          Amendments to Jurisdiction References. References to “Bermuda” or “Hamilton, Bermuda” in Sections 3.14, 11.08, 11.15 of the Indenture shall be replaced with “Switzerland” and “Geneva, Switzerland”, as applicable.

Section 3.02.          Amendments to Indenture and Notes.

(a)            The definition of “Guarantor” shall be deleted in its entirety and replaced with the following:

“Guarantor” means Bunge Global SA, a corporation incorporated under the laws of Switzerland.

(b)            The following provisions are amended as described below:

1.            Section 11.02 is amended to delete the notice address for the Guarantor in its entirety and replace it with the following:

“If to the Guarantor:

Bunge Global SA

Route de Florissant 13

1206 Geneva, Switzerland

with a copy to:

Bunge Global SA

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Tel. No: (636) 292-3029

Telecopy: (636) 292-4029”

2.            Clause (ii) of Section 11.13 shall be deleted in its entirety and replaced with the following:

“(ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary or Assistant Secretary at its office at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, shall be deemed in every respect effective service of process upon the Guarantor in any such suit or proceeding.”

(c)            Exhibit A (Form of Initial Notes and Subsequent Notes) is deleted in its entirety and replaced with Exhibit A attached to this Supplemental Indenture.

Article 4
Ratification of Other Terms and Conditions of the Indenture

Section 4.01.          Indenture to remain in effect. Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon the execution of this Supplemental Indenture, the Indenture, the Notes shall be deemed to be modified and amended in accordance with this Supplemental Indenture and each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented and amended hereby, unless the context otherwise requires, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

Article 5
Miscellaneous

Section 5.01.          Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes. Nothing in this Supplemental Indenture or the Notes, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Notes.

Section 5.02.          Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.03.          Submission to Jurisdiction; Agent for Service; Waiver of Immunities.

(a)            By the execution and delivery of this Supplemental Indenture, the Successor Guarantor hereby (i) irrevocably designates and appoints its Chief Financial Officer (from time to time) at its principal executive offices at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017 (the “Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of Section 11.12 of the Indenture and represents and warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Successor Guarantor mailed or delivered to its Secretary or Assistant Secretary at its office at 1391 Timberlake Manor Parkway, Chesterfield, Missouri 63017, shall be deemed in every respect effective service of process upon the Successor Guarantor in any such suit or proceeding.

(b)            The parties hereto ratify the provisions of Sections 11.11, 11.12, 11.13 and 11.14 of the Indenture with respect to this Supplemental Indenture, as if such provisions were set forth in their entirety herein.

Section 5.04.          Successors. All agreements of the Successor Guarantor hereunder and under the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successor.

Section 5.05.          Duplicate Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 5.06.          Separability. In case any provision in this Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 5.07.          No Liability of the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, or the Notes or for or in respect of the recitals contained herein, all of which are made solely by the Company.

[Remainder of Page Intentionally Blank – Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

BUNGE LIMITED FINANCE CORP.
as the Company

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: President

BUNGE LIMITED
as the Existing Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware- Alexander
Name: Lisa Ware-Alexander
Title: Secretary

BUNGE GLOBAL SA
as the Successor Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

[Signature Page to Second Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION

as the Trustee

By:	/s/ Gregory M. Jackson
Name: Gregory M. Jackson
Title: Vice President

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

FORM OF INITIAL NOTES AND SUBSEQUENT NOTES

[to be attached]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

No. [___]

Principal Amount U.S. $[_______________], as revised by the Schedule of Increases and Decreases in Global Note attached hereto

CUSIP NO. [__________]

ISIN: [__________]

1.630% Senior Notes Due 2025

Bunge Limited Finance Corp., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of U.S.$[___________], as revised by the Schedule of Increases and Decreases in Note attached hereto, on August 17, 2025.

Interest Payment Dates: February 17 and August 17

Record Dates: February 2 and August 2

Additional provisions of this Note are set forth on the reverse side hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

BUNGE LIMITED FINANCE CORP.

	By:
		Name: Rajat Gupta
		Title: President

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. bANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture.

By:
	Authorized Signatory

Date: November 1, 2023

[Note]

1.630% Senior Note Due 2025

1.             General

Bunge Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued the Notes under an Indenture, dated as of August 17, 2020, among the Company, the Guarantor and the Trustee (as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms.

The Notes are general unsecured senior obligations of the Company, including (a) U.S. $600,000,000 in aggregate principal amount of 1.630% Notes being offered on the Issue Date (subject to Section 2.07 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the Initial Notes referred to in the Indenture.

The Company may from time to time, without the consent of existing Holders, create and issue Subsequent Notes having the same terms and conditions as the Initial Notes in all respects, except for the Issue Date, issue price and first payment of interest thereon. Subsequent Notes issued in this manner will be consolidated with and will form a single class with the previously outstanding Notes; provided, that if the Subsequent Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Subsequent Notes will have a separate CUSIP number, Common Code, ISIN number and/or any other identifying number.

Except as otherwise provided in the Indenture, the Initial Notes and any Subsequent Notes will be treated as a single class of securities under the Indenture. The Indenture includes various covenants that limit the ability of the Company, among other things, to engage in any business or transaction, acquire subsidiaries, incur Indebtedness or Liens or enter into any consolidations, mergers, amalgamations or sales of assets. In addition, the Indenture imposes certain limitations on, among other things, (i) the incurrence of Liens by the Guarantor or any Restricted Subsidiary, (ii) Sale-Leaseback Transactions by the Guarantor or any Restricted Subsidiary and (iii) consolidations, mergers, amalgamations and sales of assets of the Guarantor, the Company or any Subsidiary.

To guarantee the due and punctual payment of the principal of and premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has unconditionally guaranteed such obligations pursuant to the terms of the Indenture. The Guarantee is an unsecured and unsubordinated obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated indebtedness and obligations of the Guarantor.

2.             Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company will pay interest semi-annually on February 17 and August 17 of each year commencing February 17, 2021. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from August 17, 2020. The Company shall pay interest on overdue principal or premium, if any, plus interest on such interest to the extent lawful, at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

3.             Method of Payment

By at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the February 2 or August 2 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

4.             Paying Agent and Registrar

Initially, U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), will act as Trustee, Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice to any Noteholder. The Company, the Guarantor or any Subsidiary may act as Paying Agent, Registrar or co-registrar.

5.             Optional Redemption by the Company

At any time prior to July 17, 2025 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 25 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption.

On or after July 17, 2025, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption.

For purposes of determining the Redemption Price, the following definitions are applicable:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed calculated as if the maturity date of such Notes were the Par Call Date (the “Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (a) the bid price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) at 4:00 P.M. on the third business day preceding such Redemption Date, as set forth on “Bloomberg page PX1” (or such other page as may replace Bloomberg page PX1), or (b) if such page (or any successor page) is not displayed or does not contain such bid prices at such time, (i) the average of the Reference Treasury Dealer Quotations obtained by the Company for such date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations or (ii) if the Company is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Company.

“Independent Investment Banker” means any of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC or, if none of such firms are willing or able to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by the Company.

“Primary Treasury Dealer” shall have the meaning assigned to such term in the definition of “Reference Treasury Dealer”.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and two other primary U.S. Government Securities dealers in New York City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 4:00 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Yield” means, with respect to any Redemption Date applicable to the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.

In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, which shall comply with the procedures of DTC, although no Notes of U.S. $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable Redemption Price pursuant to the Indenture.

6.             Offers to Repurchase

Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 3.15 of the Indenture.

7.             Additional Amounts

The Guarantor will pay to the Holder of any Note such additional amounts as may be necessary so that every net payment to a holder or beneficial owner of principal of and premium, if any, and interest on such Note, after deducting or withholding for or on account of any present or future tax, duty, fee, assessment or other similar governmental charge duly imposed by Switzerland, will not be less than the amount provided in such Note to be then due and payable. The Guarantor will not be required, however, to make any payment of additional amounts for or on account of any such tax imposed by reason of the holder or beneficial owner having some connection with Switzerland, other than its participation as a holder or beneficial owner of a Note.

8.             Denominations; Transfer; Exchange

The Notes are in registered form without coupons in denominations of principal amount of U.S. $2,000 and whole multiples of U.S. $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date.

9.             Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10.           Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

11.           Defeasance

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Securities for the payment of principal and interest on such Notes to redemption or maturity, as the case may be.

12.           Amendment, Waiver

The Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes; provided, however, that the consent of each Noteholder affected is required to (i) reduce the amount of Notes whose Holders must consent to an amendment of the Indenture or the Notes, (ii) reduce the stated rate or extend the stated time for payment of interest on a Note, (iii) reduce the principal of or extend the Stated Maturity of a Note, (iv) reduce the premium payable upon redemption of a Note, (v) make any Note payable in money other than that stated herein, (vi) impair the right of a Holder to receive payment under the Note or institute suit for the enforcement of such payment, (vii) make any change to the amendment provisions which require each Holder’s consent or the waiver provisions, or (viii) release the Guarantor or modify the Guarantee.

Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 4 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes, or to secure the Notes, or to add additional covenants of the Company, the Guarantor or any Subsidiary, or surrender rights and powers conferred on the Company, the Guarantor or any Subsidiary, issue Subsequent Notes, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, or to make any change that does not adversely affect the rights of any Noteholder.

Subject to certain exceptions set forth in the Indenture, any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Noteholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes, on behalf of all Holders of the Notes.

13.           Defaults and Remedies

Under the Indenture, Events of Default include (1) default for 30 days in payment of interest or additional interest when due on the Notes; (2) default in payment of principal of or premium, if any, on the Notes at Stated Maturity, upon optional redemption, upon declaration or otherwise; (3) the failure by the Company or the Guarantor to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Notes (other than those referred to in (1) or (2) above); (4) the failure of the Company, the Guarantor or a Material Subsidiary (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note, guarantee or other similar instruments, on the scheduled or original date due; (b) to pay interest on any such indebtedness beyond any provided grace period; or (c) to observe or perform any agreement or condition relating to such indebtedness, the effect of which is to cause such indebtedness to become due prior to its stated maturity and such acceleration has not been cured within 15 days after notice of acceleration; provided that an event described in clause (a), (b) or (c) above shall not constitute an Event of Default unless, at such time, one or more events of the type described in clauses (a), (b) or (c) shall have occurred or be continuing with respect to indebtedness in an amount exceeding U.S. $100,000,000; or (5) certain events of bankruptcy, insolvency or reorganization of the Company, the Guarantor or a Material Subsidiary (the “bankruptcy events”). However, a default under clause (3) with respect to the Notes will not constitute an Event of Default with respect to the Notes until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company or the Guarantor, as the case may be, of the default and the Company or the Guarantor, as the case may be, does not cure such default within the time specified in clause (3) hereof after receipt of such notice.

If an Event of Default other than a bankruptcy event occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes by written notice to the Company to be due and payable immediately. If an Event of Default in connection with a bankruptcy event occurs and is continuing, the principal amount of the Notes, the premium, if any, and all accrued and unpaid interest shall be immediately due and payable without any action or other act on the part of the Trustee or the Holders.

Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes (voting as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

14.           Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

15.           No Recourse Against Others

An incorporator, director, officer, employee, affiliate, stockholder or shareholder of each of the Company or the Guarantor, solely by reason of this status, shall not have any liability for any obligations of the Company under the Notes, the Indenture or the Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

16.           [Reserved]

17.           Authentication

This Note shall not be valid for any purposes until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) has manually signed the certificate of authentication appearing on this Note.

18.           Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

19.           CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20.           Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

The Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

Bunge Limited Finance Corp.

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Telephone No: (636) 292-3029

Telecopy: (636) 292-4029

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

_____________________________________________________

(Print or type assignee’s name, address and zip code)

__________________________________________

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature

Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

[TO BE ATTACHED TO NOTES]

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The following increases or decreases in this Note have been made:

Date of Exchange

Amount of decrease in
Principal Amount of this
Note

Amount of increase in
Principal Amount of this
Note

Principal Amount of this
Note following such
decrease or increase

Signature of authorized
signatory of Trustee or
Securities Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.15 of the Indenture, check the box below:

[ ] Section 3.15

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _____________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*: __________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 1, 2023

3.250% Senior Secured Notes Due 2026

BY AND AMONG

BUNGE LIMITED FINANCE CORP.,

as Issuer

BUNGE LIMITED,

as Existing Guarantor

BUNGE GLOBAL SA,

as Successor Guarantor

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN
INTEREST TO U.S. BANK NATIONAL ASSOCIATION,

as Trustee

W I T N E S S E T H:

WHEREAS, the Company, the Guarantor and the Trustee are parties to that certain Indenture, dated as of August 15, 2016, as supplemented by that certain First Supplemental Indenture, dated as of June 21, 2023 (as further amended, restated, supplemented or otherwise modified prior to the effectiveness of this Supplemental Indenture, the “Indenture”), relating to the Company’s 3.250% Senior Notes Due 2026 (the “Notes”);

WHEREAS, as of the date hereof, BL has transferred, sold, assigned or otherwise distributed substantially all of its assets to BGSA (the “Asset Transfer”);

WHEREAS, each of the conditions in the Indenture necessary to give effect to the amendments set forth herein have been satisfied.

Article 1
Definitions and Other Provisions of General Application

Article 2
Assumption of Obligations

Article 3
Amendments to Indenture

Section 3.02.          Amendments to Indenture and Notes.

(a)            The definition of “Guarantor” shall be deleted in its entirety and replaced with the following:

“Guarantor” means Bunge Global SA, a corporation incorporated under the laws of Switzerland.

(b)            The following provisions are amended as described below:

1.            Section 11.02 is amended to delete the notice address for the Guarantor in its entirety and replace it with the following:

“If to the Guarantor:

Bunge Global SA

Route de Florissant 13

1206 Geneva, Switzerland

with a copy to:

Bunge Global SA

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Tel. No: (636) 292-3029

Telecopy: (636) 292-4029”

2.            Clause (ii) of Section 11.13 shall be deleted in its entirety and replaced with the following:

(c)            Exhibit A (Form of Initial Notes and Subsequent Notes) is deleted in its entirety and replaced with Exhibit A attached to this Supplemental Indenture.

Article 4
Ratification of Other Terms and Conditions of the Indenture

Article 5
Miscellaneous

Section 5.02.          Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.03.          Submission to Jurisdiction; Agent for Service; Waiver of Immunities.

[Remainder of Page Intentionally Blank – Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

BUNGE LIMITED FINANCE CORP.
as the Company

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: President

BUNGE LIMITED
as the Existing Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

BUNGE GLOBAL SA
as the Successor Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

[Signature Page to Second Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION

as the Trustee

By:	/s/ Gregory M. Jackson
Name: Gregory M. Jackson
Title: Vice President

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

FORM OF INITIAL NOTES AND SUBSEQUENT NOTES

[to be attached]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

No. [___]

Principal Amount U.S. $[_______________], as revised by the Schedule of Increases and Decreases in Global Note attached hereto

CUSIP NO. [__________]

ISIN: [__________]

3.250% Senior Notes Due 2026

Bunge Limited Finance Corp., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of U.S.$[__________], as revised by the Schedule of Increases and Decreases in Note attached hereto, on August 15, 2026.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Additional provisions of this Note are set forth on the reverse side hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

BUNGE LIMITED FINANCE CORP.

By:
	Name:	Rajat Gupta
	Title:	President

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.

By:
	Authorized Signatory

Date: November 1, 2023

[Note]

3.250% Senior Note Due 2026

1. General

Bunge Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued the Notes under an Indenture, dated as of August 15, 2016, among the Company, the Guarantor and the Trustee (as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms.

The Notes are general unsecured senior obligations of the Company, including (a) U.S. $700,000,000 in aggregate principal amount of 3.250% Notes being offered on the Issue Date (subject to Section 2.07 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the Initial Notes referred to in the Indenture.

[Note]

2. Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company will pay interest semi-annually on February 15 and August 15 of each year commencing February 15, 2017. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from August 15, 2016. The Company shall pay interest on overdue principal or premium, if any, plus interest on such interest to the extent lawful, at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

3. Method of Payment

By at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the February 1 or August 1 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

4. Paying Agent and Registrar

5. Optional Redemption by the Company

At any time prior to May 15, 2026, the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption.

On or after May 15, 2026, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption.

For purposes of determining the Redemption Price, the following definitions are applicable:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means any of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc. or, if none of such firms are willing or able to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by the Company.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. and two other primary U.S. Government securities dealer in New York City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

6. Offers to Repurchase

7. Additional Amounts

8. Denominations; Transfer; Exchange

9. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10. Unclaimed Money

11. Defeasance

12. Amendment, Waiver

13. Defaults and Remedies

14. Trustee Dealings with the Company

15. No Recourse Against Others

16. [Reserved]

17. Authentication

18. Abbreviations

19. CUSIP Numbers

20. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

The Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

Bunge Limited Finance Corp.

11720 Borman Drive

St. Louis, Missouri 63146

Attention: Treasurer

Telephone No: (314) 292-2908

Telecopy: (314) 292-4908

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

_____________________________________________________

(Print or type assignee’s name, address and zip code)

__________________________________________

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:			Your Signature

Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

[TO BE ATTACHED TO NOTES]

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The following increases or decreases in this Note have been made:

Date of Exchange

Amount of decrease in
Principal Amount of this
Note

Amount of increase in
Principal Amount of this
Note

Principal Amount of this
Note following such
decrease or increase

Signature of authorized
signatory of Trustee or
Securities Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.15 of the Indenture, check the box below:

[ ] Section 3.15

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _____________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 1, 2023

3.750% Senior Secured Notes Due 2027

BY AND AMONG

BUNGE LIMITED FINANCE CORP.,

as Issuer

BUNGE LIMITED,

as Existing Guarantor

BUNGE GLOBAL SA,

as Successor Guarantor

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN
INTEREST TO U.S. BANK NATIONAL ASSOCIATION,

as Trustee

W I T N E S S E T H:

WHEREAS, the Company, the Guarantor and the Trustee are parties to that certain Indenture, dated as of September 25, 2017, as supplemented by that certain First Supplemental Indenture, dated as of June 21, 2023 (as further amended, restated, supplemented or otherwise modified prior to the effectiveness of this Supplemental Indenture, the “Indenture”), relating to the Company’s 3.750% Senior Notes Due 2027 (the “Notes”);

WHEREAS, as of the date hereof, BL has transferred, sold, assigned or otherwise distributed substantially all of its assets to BGSA (the “Asset Transfer”);

WHEREAS, each of the conditions in the Indenture necessary to give effect to the amendments set forth herein have been satisfied.

Article 1
Definitions and Other Provisions of General Application

Article 2
Assumption of Obligations

Article 3
Amendments to Indenture

Section 3.02.          Amendments to Indenture and Notes.

(a)            The definition of “Guarantor” shall be deleted in its entirety and replaced with the following:

“Guarantor” means Bunge Global SA, a corporation incorporated under the laws of Switzerland.

(b)            The following provisions are amended as described below:

1.            Section 11.02 is amended to delete the notice address for the Guarantor in its entirety and replace it with the following:

“If to the Guarantor:

Bunge Global SA

Route de Florissant 13

1206 Geneva, Switzerland

with a copy to:

Bunge Global SA

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Tel. No: (636) 292-3029

Telecopy: (636) 292-4029”

2.            Clause (ii) of Section 11.13 shall be deleted in its entirety and replaced with the following:

(c)            Exhibit A (Form of Initial Notes and Subsequent Notes) is deleted in its entirety and replaced with Exhibit A attached to this Supplemental Indenture.

Article 4
Ratification of Other Terms and Conditions of the Indenture

Article 5
Miscellaneous

Section 5.02.          Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.03.          Submission to Jurisdiction; Agent for Service; Waiver of Immunities.

[Remainder of Page Intentionally Blank – Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

BUNGE LIMITED FINANCE CORP.
as the Company

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: President

BUNGE LIMITED
as the Existing Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

BUNGE GLOBAL SA
as the Successor Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

[Signature Page to Second Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION

as the Trustee

By:	/s/ Gregory M. Jackson
Name: Gregory M. Jackson
Title: Vice President

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

FORM OF INITIAL NOTES AND SUBSEQUENT NOTES

[to be attached]

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

No. [___]

Principal Amount U.S. $[_______________], as revised by the Schedule of Increases and Decreases in Global Note attached hereto

CUSIP NO. [__________]

ISIN: [__________]

3.750% Senior Notes Due 2027

Interest Payment Dates: March 25 and September 25

Record Dates: March 10 and September 10

Additional provisions of this Note are set forth on the reverse side hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

BUNGE LIMITED FINANCE CORP.

By:
	Name:	Rajat Gupta
	Title:	President

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.

By:
	Authorized Signatory

Date: November 1, 2023

[Signature Page to Note]

3.750% Senior Note Due 2027

1. General

Bunge Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued the Notes under an Indenture, dated as of September 25, 2017, among the Company, the Guarantor and the Trustee (as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms.

The Notes are general unsecured senior obligations of the Company, including (a) U.S. $600,000,000 in aggregate principal amount of 3.750% Notes being offered on the Issue Date (subject to Section 2.07 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the Initial Notes referred to in the Indenture.

2. Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company will pay interest semi-annually on March 25 and September 25 of each year commencing March 25, 2018. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from September 25, 2017. The Company shall pay interest on overdue principal or premium, if any, plus interest on such interest to the extent lawful, at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

3. Method of Payment

By at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the March 10 or September 10 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

4. Paying Agent and Registrar

5. Optional Redemption by the Company

At any time prior to June 25, 2027 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 25 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption.

On or after June 25, 2027, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption.

For purposes of determining the Redemption Price, the following definitions are applicable:

“Independent Investment Banker” means any of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and a Primary Treasury Dealer selected by SMBC Nikko Securities America, Inc. or, if none of such firms are willing or able to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by the Company.

“Primary Treasury Dealer” shall have the meaning assigned to such term in the definition of “Reference Treasury Dealer”.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and a primary U.S. Government Securities dealer in New York City selected by SMBC Nikko Securities America, Inc. and two other primary U.S. Government Securities dealers in New York City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

6. Offers to Repurchase

7. Additional Amounts

8. Denominations; Transfer; Exchange

9. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10. Unclaimed Money

11. Defeasance

12. Amendment, Waiver

13. Defaults and Remedies

14. Trustee Dealings with the Company

15. No Recourse Against Others

16. [Reserved]

17. Authentication

18. Abbreviations

19. CUSIP Numbers

20. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

The Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

Bunge Limited Finance Corp.

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Telephone No: (636) 292-3029

Telecopy: (636) 292-4029

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

_____________________________________________________

(Print or type assignee’s name, address and zip code)

__________________________________________

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:			Your Signature

Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

[TO BE ATTACHED TO NOTES]

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The following increases or decreases in this Note have been made:

Date of Exchange

Amount of decrease in
Principal Amount of this
Note

Amount of increase in
Principal Amount of this
Note

Principal Amount of this
Note following such
decrease or increase

Signature of authorized
signatory of Trustee or
Securities Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.15 of the Indenture, check the box below:

[ ] Section 3.15

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _____________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 1, 2023

2.750% Senior Secured Notes Due 2031

BY AND AMONG

BUNGE LIMITED FINANCE CORP.,

as Issuer

BUNGE LIMITED,

as Existing Guarantor

BUNGE GLOBAL SA,

as Successor Guarantor

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN
INTEREST TO U.S. BANK NATIONAL ASSOCIATION,

as Trustee

W I T N E S S E T H:

WHEREAS, the Company, the Guarantor and the Trustee are parties to that certain Indenture, dated as of May 14, 2021, as supplemented by that certain First Supplemental Indenture, dated as of June 21, 2023 (as further amended, restated, supplemented or otherwise modified prior to the effectiveness of this Supplemental Indenture, the “Indenture”), relating to the Company’s 2.750% Senior Notes Due 2031 (the “Notes”);

WHEREAS, as of the date hereof, BL has transferred, sold, assigned or otherwise distributed substantially all of its assets to BGSA (the “Asset Transfer”);

WHEREAS, each of the conditions in the Indenture necessary to give effect to the amendments set forth herein have been satisfied.

Article 1
Definitions and Other Provisions of General Application

Article 2
Assumption of Obligations

Article 3
Amendments to Indenture

Section 3.02.          Amendments to Indenture and Notes.

(a)            The definition of “Guarantor” shall be deleted in its entirety and replaced with the following:

“Guarantor” means Bunge Global SA, a corporation incorporated under the laws of Switzerland.

(b)            The following provisions are amended as described below:

1.            Section 11.02 is amended to delete the notice address for the Guarantor in its entirety and replace it with the following:

“If to the Guarantor:

Bunge Global SA

Route de Florissant 13

1206 Geneva, Switzerland

with a copy to:

Bunge Global SA

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Tel. No: (636) 292-3029

Telecopy: (636) 292-4029”

2.            Clause (ii) of Section 11.13 shall be deleted in its entirety and replaced with the following:

(c)            Exhibit A (Form of Initial Notes and Subsequent Notes) is deleted in its entirety and replaced with Exhibit A attached to this Supplemental Indenture.

Article 4
Ratification of Other Terms and Conditions of the Indenture

Article 5
Miscellaneous

Section 5.02.          Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.03.          Submission to Jurisdiction; Agent for Service; Waiver of Immunities.

[Remainder of Page Intentionally Blank – Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

BUNGE LIMITED FINANCE CORP.
as the Company

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: President

BUNGE LIMITED
as the Existing Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

BUNGE GLOBAL SA
as the Successor Guarantor

By:	/s/ Rajat Gupta
Name: Rajat Gupta
Title: Treasurer

By:	/s/ Lisa Ware-Alexander
Name: Lisa Ware-Alexander
Title: Secretary

[Signature Page to Second Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION

as the Trustee

By:	/s/ Gregory M. Jackson
Name: Gregory M. Jackson
Title: Vice President

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

FORM OF INITIAL NOTES AND SUBSEQUENT NOTES

[to be attached]

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

No. [___]

Principal Amount U.S. $[_______________], as revised by the Schedule of Increases and Decreases in Global Note attached hereto

CUSIP NO. [__________]

ISIN: [__________]

2.750% Senior Notes Due 2031

Interest Payment Dates: November 14 and May 14

Record Dates: October 30 and April 29

Additional provisions of this Note are set forth on the reverse side hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

BUNGE LIMITED FINANCE CORP.

By:
	Name:	Rajat Gupta
	Title:	President

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS SUCCESSOR IN INTEREST TO

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.

By:
	Authorized Signatory

Date: November 1, 2023

[Note]

2.750% Senior Note Due 2031

1. General

Bunge Limited Finance Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued the Notes under an Indenture, dated as of May 14, 2021, among the Company, the Guarantor and the Trustee (as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms.

The Notes are general unsecured senior obligations of the Company, including (a) U.S. $1,000,000,000 in aggregate principal amount of 2.750% Notes being offered on the Issue Date (subject to Section 2.07 of the Indenture) and (b) any Subsequent Notes. The Notes rank equally with all other unsecured and unsubordinated indebtedness of the Company. This Note is one of the Initial Notes referred to in the Indenture.

2. Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company will pay interest semi-annually on November 14 and May 14 of each year commencing November 14, 2021. Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from May 14, 2021. The Company shall pay interest on overdue principal or premium, if any, plus interest on such interest to the extent lawful, at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

3. Method of Payment

By at least 10:00 a.m. (New York City time) on the date on which any principal of and premium, if any, or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the October 30 or April 29 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Except as described in the succeeding two sentences, the principal of and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Company, each installment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the account specified by The Depository Trust Company. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

4. Paying Agent and Registrar

5. Optional Redemption by the Company

At any time prior to February 14, 2031 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 20 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption.

On or after February 14, 2031, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption.

For purposes of determining the Redemption Price, the following definitions are applicable:

“Independent Investment Banker” means any of Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC or, if none of such firms are willing or able to select the applicable Comparable Treasury Issue, a leading independent investment banking institution appointed by the Company.

“Primary Treasury Dealer” shall have the meaning assigned to such term in the definition of “Reference Treasury Dealer”.

“Reference Treasury Dealer” means Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC and two other primary U.S. Government Securities dealers in New York City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

6. Offers to Repurchase

7. Additional Amounts

8. Denominations; Transfer; Exchange

9. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10. Unclaimed Money

11. Defeasance

12. Amendment, Waiver

13. Defaults and Remedies

14. Trustee Dealings with the Company

15. No Recourse Against Others

16. [Reserved]

17. Authentication

18. Abbreviations

19. CUSIP Numbers

20. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

The Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

Bunge Limited Finance Corp.

1391 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Attention: Treasurer

Telephone No: (636) 292-3029

Telecopy: (636) 292-4029

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

_____________________________________________________

(Print or type assignee’s name, address and zip code)

__________________________________________

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:			Your Signature

Signature Guarantee:

(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

[TO BE ATTACHED TO NOTES]

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The following increases or decreases in this Note have been made:

Date of Exchange

Amount of decrease in
Principal Amount of this
Note

Amount of increase in
Principal Amount of this
Note

Principal Amount of this
Note following such
decrease or increase

Signature of authorized
signatory of Trustee or
Securities Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.15 of the Indenture, check the box below:

[ ] Section 3.15

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _____________________

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 10.1

BUNGE 2009 EQUITY INCENTIVE PLAN

(As Amended, Effective as of November 1, 2023)

Bunge Global SA (“Bunge”) hereby establishes an equity compensation plan to be known as the Bunge 2009 Equity Incentive Plan (the “Plan”). The Plan shall become effective on the date it is approved by the shareholders of Bunge. Capitalized terms that are not otherwise defined in the text of this Plan are defined in Section 2 below.

Upon the Effective Date, no further Awards will be granted under the Prior Plan.

1.        Purposes

The purposes of the Plan are to attract, retain and motivate key employees, consultants and independent contractors of the Company; to compensate them for their contributions to the growth and profits of the Company; to encourage ownership by them of Common Stock in order to align key employee, consultant and independent contractor interests with shareholder interests; and to link the compensation of key employees, consultants and independent contractors to the overall performance of the Company in order to promote cooperation among the Company’s diverse areas of business.

2.       Definitions

For purposes of the Plan, the following terms shall be defined as follows:

“Administrator” means the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section 3(d).

“Applicable Law” means any and all applicable laws, rules, regulations and other legal requirements, including, as applicable, Section 16(b) of the Exchange Act, Section 162(m) and Section 409A and the listing standards of the New York Stock Exchange.

“Award” means an award made pursuant to the terms of the Plan to an Eligible Individual in the form of Stock Options, Restricted Stock Units, Performance-Based Restricted Stock Units or Other Awards.

“Award Agreement” means a written document approved in accordance with Section 3 which sets forth the terms and conditions of an Award to a Participant. An Award Agreement may be in the form of (i) an agreement between the Company and a Participant which is executed by an officer on behalf of the Company and is signed by the Participant or (ii) a certificate issued by the Company which is executed by an officer on behalf of the Company but does not require the signature of the Participant.

“Board” means the Board of Directors of Bunge.

“Bunge” means Bunge Global SA, a company incorporated under the laws of Switzerland, and any successor thereto.

“Cause” means the termination of a Participant’s employment or service with the Company as a consequence of:

(i)       the willful and continued failure or refusal of the Participant to substantially perform the duties required of him or her as an employee, consultant or independent contractor of the Company;

(ii)      any willful and material violation by the Participant of any law or regulation applicable to any business of the Company, or the Participant’s conviction of, or a plea of nolo contendere to, a felony, or any willful perpetration by the Participant of a common law fraud; or

(iii)     any other willful misconduct by the Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations promulgated thereunder.

“Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee appointed from time to time by the Board to administer the Plan. Each individual who is a member of the Committee shall qualify as an “outside director” within the meaning of Section 162(m) of the Code and shall serve at the pleasure of the Board.

“Common Stock” means the common registered shares of Bunge, par value $.01 per share, and such other securities as may become the subject of Awards pursuant to Section 13(b).

“Company” means, individually and collectively, Bunge and its Subsidiaries and any successors thereto.

“Deferral Election” has the meaning set forth in Section 7(c).

“Deferral Election Form” means a document in a form approved by the Committee, pursuant to which a Participant may elect to make a Deferral Election.

“Deferral Value” means, with respect to an Award of Restricted Stock Units, (x) the Fair Market Value of a Share on the Vesting Date multiplied by (y) the number of Shares underlying the portion of such Award of Restricted Stock Units that the Participant has elected to defer, with the product subject to reduction for any applicable withholding taxes.

“Disability” means, with respect to any Award other than an Incentive Stock Option, long-term disability, as defined under Bunge’s long-term disability insurance plan or such other applicable plan, as the Committee, in its sole discretion, may determine. With respect to any Incentive Stock Option, Disability means permanent and total disability within the meaning of Section 22(e)(3) of the Code.

“Effective Date” has the meaning set forth in Section 4.

“Eligible Individuals” means the individuals described in Section 6 who are eligible for Awards under the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder.

“Fair Market Value” of a share of Common Stock as of any date means:

(i)      if the Common Stock is listed on an established stock exchange or exchanges (including for this purpose, the NASDAQ National Market), (a) the average of the highest and lowest sale prices of the stock quoted for such date as reported in the Transactions Index of each such exchange, as published in The Wall Street Journal and determined by the Committee, or, if no sale price was quoted in any such Index for such date, then as of the next preceding date on which such a sale price was quoted or (b) the value of a share of Common Stock based upon such other averaging method that the Committee, in its sole discretion, shall determine;

(ii)      if the Common Stock is not then listed on an exchange or the NASDAQ National Market, (a) the average of the closing bid and asked prices per share for the stock in the over-the-counter market as quoted on The NASDAQ Small Cap or OTC Electronic Bulletin Board, as appropriate, on such date or (b) the value of a share of Common Stock based upon such other averaging method that the Committee, in its sole discretion, shall determine; or

(iii)     if the Common Stock is not then listed on an exchange or quoted in the over-the-counter market, an amount determined in good faith by the Committee; provided, however, that when appropriate, the Committee, in determining Fair Market Value of the Common Stock, may take into account such factors as it may deem appropriate under the circumstances.

Notwithstanding the foregoing, the Fair Market Value of Common Stock for purposes of grants of Incentive Stock Options shall be determined in compliance with applicable provisions of the Code.

“Incentive Stock Option” means a Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Code and designated by the Committee as an Incentive Stock Option in an Award Agreement.

“Nonqualified Stock Option” means a Stock Option that is not an Incentive Stock Option.

“Option Term” has the meaning set forth in Section 8(e).

“Other Award” means any form of Award other than a Stock Option or Restricted Stock Units authorized under Section 11 of the Plan.

“Participant” means an Eligible Individual to whom an Award has been granted under the Plan.

“Performance-Based Restricted Stock Units” mean Restricted Stock Units with respect to which the vesting is linked to the satisfaction of performance criteria.

“Performance Goal” means the financial and non-financial performance measures established by the Committee, from among the performance measures provided on Schedule A hereto, and set forth in the applicable Award Agreement.

“Performance Period” means the period established by the Committee and set forth in the applicable Award Agreement over which the Performance Goals are measured.

“Permitted Transferee” has the meaning set forth in Section 12(a).

“Person” means any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (i) Bunge International Limited, (ii) the Company, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, or (v) an entity owned, directly or indirectly, by the shareholders of Bunge in substantially the same proportions as their ownership of stock of Bunge.

“Plan Limit” means the maximum aggregate number of Shares that may be issued for all purposes under the Plan as set forth in Section 5(a).

“Prior Plan” means the Bunge Limited Equity Incentive Plan, as amended.

“Restricted Stock Units” mean an Award to receive a specified number of Shares, or the value thereof, upon the completion of the applicable vesting period, subject to the terms and conditions as set forth in Sections 9 and 10 hereof and in the applicable Award Agreement.

“Retirement” means the termination of a Participant’s employment with the Company after such Participant’s 65th birthday and in accordance with the applicable retirement policies of the Company with which the Participant was employed.

“Section 409A” means Section 409A of the Code and any rulings and regulations promulgated thereunder.

“Section 162(m) Award” means an Award that is intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

“Separation Date” means the date of a Participant’s termination of employment or service with the Company or such later date as constitutes the Participant’s “separation from service,” as determined under the default rules set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto; provided, however, for the purposes of determining which entity is a service recipient or employer, “at least 20 percent” is substituted for “at least 80 percent” in each place it appears in Treasury Regulation §1.414(c)-2.

“Shares” means shares comprising the Common Stock, as may be adjusted pursuant to Section 13(b).

“Stock Option” means an Award to purchase Shares granted to an Eligible Individual pursuant to Section 7(d) hereof, which Award may be either an Incentive Stock Option or a Nonqualified Stock Option.

“Subsidiary” means (i) a corporation or other entity with respect to which Bunge, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body or (ii) any other corporation or other entity in which Bunge, directly or indirectly, has an equity or similar interest; provided, however, that for purposes of any Award of Incentive Stock Options, a Subsidiary shall be defined as any corporation as to which Bunge, directly or indirectly through an unbroken chain of corporations, owns more than 50% of the total combined voting power of all classes of stock issued by such corporation.

“Vesting Date” means the date with respect to which any Award or portion of an Award becomes vested and nonforfeitable.

3.       Administration of the Plan

(a)        Power and Authority of the Committee. The Plan shall be administered by the Committee, which shall have full power and authority, subject to the express provisions hereof:

(i)        to select Participants from the Eligible Individuals;

(ii)        to grant Awards in accordance with the Plan and to issue, allot and purchase Shares;

(iii)       to determine the number of shares of Common Stock subject to each Award or the cash amount payable in connection with an Award;

(iv)      to determine the terms and conditions of each Award, including, without limitation, those related to term, permissible methods of exercise, vesting, cancellation, payment, settlement, exercisability, performance periods, Performance Goals, and the effect, if any, of a Participant’s termination of employment with the Company or any of its Subsidiaries or, if applicable, a change of control of the Company;

(v)        to specify and approve the provisions of the Award Agreements delivered to Participants in connection with their Awards;

(vi)       to construe and interpret any Award Agreement delivered under the Plan;

(vii)      to adopt, amend, prescribe, waive and rescind administrative regulations, rules and procedures relating to the Plan;

(viii)    to vary the terms of Awards to take account of tax, securities law and other regulatory requirements of foreign jurisdictions or to procure favorable tax treatment for Participants;

(ix)       subject to the provisions of the Plan and subject to such additional limitations and restrictions as the Committee may impose, to delegate to one or more officers of the Company some or all of its authority under the Plan;

(x)        to employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any advice, opinion or computation received therefrom;

(xi)        to correct any defects, supply any omission or reconcile any inconsistency in any Award Agreement or the Plan; and

(xii)       to make all other determinations (including factual and legal determinations) and to formulate such procedures as may be necessary or advisable for the administration of the Plan.

(b)        Plan Construction and Interpretation. The Committee shall have full power and authority, subject to the express provisions hereof, to construe and interpret the Plan.

(c)        Determinations of Committee Final and Binding. All determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive for all purposes and upon all persons.

(d)        Delegation of Authority. The Committee may, but need not, from time to time delegate some or all of its authority under the Plan to an Administrator consisting of one or more members of the Committee or of one or more officers of the Company; provided, however, that no such delegation of authority shall be permitted with respect to the ability to make Awards to any Eligible Individual who is subject to Section 16(a) of the Exchange Act. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to delegate authority to an Administrator, and the Committee may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, the Administrator appointed under this Section 3(d) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by the Administrator in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to the Administrator.

(e)        Liability of Committee. No member of the Committee, the Board or officer of Bunge to whom authority was delegated in accordance with Section 3(d) shall be liable for any action or determination made in good faith, and the members of the Committee, the Board or an officer of Bunge to whom authority was delegated in accordance with Section 3(d) shall be entitled to indemnification and reimbursement in the manner provided in Bunge’s articles of association as they may be amended from time to time or in any indemnification agreement of the Company with such Indemnifiable Person. In the performance of their responsibilities with respect to the Plan, such individuals shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party deemed necessary, and no such individual shall be liable for any action taken or not taken in reliance upon any such advice. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled, or any power that the Company may have to indemnify them or hold them harmless.

(f)        Action by the Board. Anything in the Plan to the contrary notwithstanding, any authority or responsibility, which, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board.

4.        Effective Date and Term

The Plan was adopted by the Board on March 13, 2009 and shall be effective on the date on which the Plan is approved by the shareholders of Bunge (the “Effective Date”). In no event shall any Awards be made under the Plan after the tenth anniversary of the date of shareholder approval.

5.       Shares of Common Stock Subject to the Plan

(a)        General. Subject to adjustment as provided in Section 13 hereof, the maximum aggregate number of shares of Common Stock that may be issued for all purposes under the Plan (the “Plan Limit”) shall be 10,000,000 Shares. Shares available under this Plan may consist, in whole or in part, of Shares issued out of the capital band or the conditional share capital of the Company, Shares held by the Company or any of its subsidiaries in treasury or Shares reacquired by the Company in any manner, or any combination thereof. The number of Shares subject to any Award of Performance-Based Restricted Stock Units that, upon vesting, the Participant becomes entitled to receive in the form of cash instead of Shares will be considered available for future Awards under the Plan at the time the number of such Shares is determinable. In addition, as of the date of any Deferral Election by a Participant under Section 7(c) below, the number of Shares underlying the corresponding Award, or any portion thereof, subject to such Deferral Election will be considered available for future Awards under the Plan as long as the corresponding Deferral Value of such Award is settled at the end of the applicable deferral period by a cash payment to the Participant.

(b)        Rules Applicable to Determining Shares Available for Issuance. The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares the participant becomes entitled to receive upon settlement or payment of the Award. For purposes of determining the number of shares of Common Stock that remain available for issuance, the following Shares shall be added back to the Plan Limit and again be available for granting Awards:

(i)         The number of Shares subject to Awards that expire unexercised, are forfeited or if an Award otherwise terminates without delivery of Shares or other consideration; and

(ii)        The number of Shares underlying an Award, or any portion thereof, subject to a Deferral Election as long as the corresponding Deferral Value of such Award is settled at the end of the applicable deferral period by a cash payment to the Participant.

The following Shares may not again be made available for granting Awards under the Plan: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Award, (ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Award, or (iii) Shares repurchased on the open market with the proceeds of a Stock Option exercise. Notwithstanding the foregoing, any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under this Plan.

(c)        Special Limits. Notwithstanding anything to the contrary in Section 5(a) above, but subject to adjustment under Section 13, the following special limits shall apply to Shares available for Awards under the Plan.

(i)         The maximum number of Shares that may be granted pursuant to Stock Option Awards to any Eligible Individual in any calendar year shall equal 1,000,000 Shares;

(ii)        The maximum number of Shares that may be granted pursuant to Awards (other than those Awards set forth in 5(c)(i)) to any Eligible Individual in any calendar year is 1,000,000 Shares, measured as of the date of grant;

(iii)        All Shares authorized under the Plan may be issued as Incentive Stock Options; and

(iv)       The maximum number of Shares that may be issued pursuant to Awards of (i) Restricted Stock Units, (ii) Performance-Based Restricted Stock Units or (iii) Other Awards that are not subject to payment of an exercise or purchase price is 4,500,000 Shares.

6.        Eligible Individuals

Awards may be granted by the Committee to individuals (“Eligible Individuals”) who (a) are officers, employees, independent contractors or consultants of the Company or (b) the Committee anticipates will become a person described in Section 6(a) above; provided, however, that Incentive Stock Options may be granted only to employees of the Company. Members of the Committee will not be eligible to receive Awards under the Plan. An individual’s status as an Administrator will not affect his or her eligibility to participate in the Plan.

7.        Awards in General

(a)        Types of Award. Awards under the Plan may consist of Stock Options, Restricted Stock Units, Performance-Based Restricted Stock Units or Other Awards. Any Award described in Sections (d) through 11 of the Plan may be granted singly or in combination or tandem with any other Award, as the Committee may determine. Awards may be made in combination with, in replacement of, or as alternatives to grants of rights under any other employee compensation or benefit plan of the Company, including the plan of any acquired entity, or may be granted in satisfaction of the Company’s obligations under any such plan.

(b)       Terms Set Forth in Award Agreement. The terms and provisions of an Award shall be set forth in a written Award Agreement approved by the Committee and delivered or made available to the Participant as soon as practicable following the date of the Award. The vesting, exercisability, payment and other restrictions applicable to an Award shall be in accordance with the terms of the Plan unless the Committee, in its sole discretion, determines that other terms shall apply to any given Award, which alternative terms shall be set forth in the applicable Award Agreement. Notwithstanding the foregoing, the Committee may accelerate (i) the vesting or payment of any Award, (ii) the lapse of restrictions on any Award or (iii) the date on which any Stock Option or Other Award first becomes exercisable. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

(c)        Right to Elect to Defer Value of Awards Prior to Vesting Date.

(i)        The Committee may permit any Participant to elect to defer receipt of the value of all or any portion of an Award of Restricted Stock Units until a date subsequent to the settlement date of the Restricted Stock Units (a “Deferral Election”); provided that the Participant may elect the settlement date for an annual Award of (a) Restricted Stock Units other than Performance-Based Restricted Stock Units, by making an irrevocable Deferral Election on a Deferral Election Form, within the time specified on such form, and delivered to the Company not later than thirty (30) days following the date the Award of Restricted Stock Units is granted, provided that such election is made prior to the date that is twelve months before the date on which the Restricted Stock Units will vest or (b) Performance-Based Restricted Stock Units by making an irrevocable Deferral Election on a Deferral Election Form, within the time specified on such form, and delivered to the Company no later than the close of business on or before the date that is six months before the end of the performance period relating to the Performance-Based Restricted Stock Units as such performance period is set forth in the applicable Award Agreement. A Participant may designate on such Deferral Election Form one of the following dates as the settlement date for such Award of Restricted Stock Units:

(A)

such Participant’s Separation Date; or

(B)

the earlier to occur of (i) the date specified by such Participant or (ii) such Participant’s Separation Date.

If a Participant fails to designate one of the foregoing alternatives as the settlement date for an Award of Restricted Stock Units, such Participant shall be deemed to have designated alternative (A). Notwithstanding any Deferral Election made by a Participant on any Deferral Election Form, in the event of such Participant’s death, all Restricted Stock Units will be paid in cash or Shares, as determined by the Committee in its sole discretion, to such Participant’s beneficiary (or if no beneficiary has been designated, to such Participant’s estate) within 90 days, following the date of such Participant’s death. The terms of any deferrals under this Section 7(c) shall comply with Section 409A and other Applicable Law.

(ii)         The Deferral Value will be credited automatically, without any further action on the part of any Participant, to a bookeeping account to be established by the Company on behalf of such Participant on the books and records of the Company on the applicable Vesting Date of such Award that is subject to a Deferral Election.

(d)      Fractional Shares. No fractional Shares shall be issued or delivered pursuant to any Award under the Plan. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares, or whether fractional Shares or any rights to fractional Shares shall be forfeited or otherwise eliminated.

8.        Stock Options

(a)        Terms of Stock Options Generally; Vesting. The Committee, in its sole discretion, may grant Stock Options to Eligible Individuals and shall determine whether the Stock Options shall be Nonqualified Stock Options or Incentive Stock Options. A Stock Option shall entitle the Participant to whom the Stock Option was granted to purchase a specified number of Shares during a specified period at a price that is determined in accordance with Section 8(b) below. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision, as amended from time to time. Unless otherwise specified in the applicable Award Agreement, Stock Options shall become one-third vested on the first anniversary of the date of grant and shall vest with respect to an additional one-third on each of the second and third such anniversaries.

(b)        Exercise Price. The exercise price per Share purchasable under a Stock Option shall be fixed by the Committee at the time of grant or, alternatively, shall be determined by a method specified by the Committee at the time of grant; provided, however, that the exercise price per share shall be no less than 100% of the Fair Market Value per share on the date of grant (or if the exercise price is not fixed on the date of grant, then on such date as the exercise price is fixed); and provided further that, except as provided in Sections 13 and 14 below, the exercise price per Share applicable to a Stock Option may not be adjusted or amended, including by means of amendment, cancellation or the replacement of such Stock Option with a subsequently awarded Stock Option.

(c)         Adjustments. Notwithstanding Section 8(b) above, in the event of an extraordinary dividend, the Committee, in its sole discretion, may adjust the exercise price of, and number of Shares subject to, Stock Options then outstanding under the Plan; provided, however, that any such adjustment shall not increase the aggregate intrinsic value of any Award and the ratio of the exercise price to the Fair Market Value of each Share subject to such Award shall not be reduced.

(d)        Termination of Employment or Service. The terms of this Section 7(d)(d) shall apply unless the Committee, in its sole discretion, determines that alternative terms shall be included in any Award Agreement in which case the terms in such Award Agreement shall govern the rights of the Participant. Notwithstanding the terms of this Section 7(d)(d), in no event shall any Stock Option be exercisable after the end of the applicable Option Term.

(i)         Termination for Cause. In the event that a Participant’s employment or service with the Company is terminated for Cause, all unexercised Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) held by such Participant, whether vested or unvested, shall lapse and become void on the date of such termination.

(ii)        Retirement, Death and Disability. In the event of a Participant’s termination of employment or service due to such Participant’s Retirement, death or Disability, all unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) shall become immediately vested and exercisable. Thereafter, all vested Non-Qualified Stock Options shall remain exercisable by the Participant (or by the Participant’s beneficiary, as applicable) until the third anniversary of the date of the Participant’s termination of employment or service. All vested Incentive Stock Options shall remain exercisable until the first anniversary of the Participant’s termination of employment or service, except in the event of a termination due to Retirement, in which case Incentive Stock Options shall remain exercisable for a period of 90 days after the date of termination. Any unexercised Stock Options will thereafter lapse and become void.

(iii)       Early Retirement and Termination by the Company Without Cause. In the event of a Participant’s termination of employment due to such Participant’s early retirement prior to age 65 (as defined under the Company’s applicable retirement policies), or in the event of the Participant’s termination by the Company other than for Cause, any unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) held by such Participant that would have become vested at any time during the 12-month period following the date of his or her termination of employment, had such employment continued, shall become immediately vested and exercisable. Any remaining unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) shall immediately lapse and become void. Thereafter, all vested Incentive Stock Options shall remain exercisable by the Participant until the end of the 90th day after such Participant’s termination of employment. All vested Non-Qualified Stock Options shall remain exercisable by the Participant until the end of the 90th day after such Participant’s termination of employment. Any unexercised vested Stock Options will thereafter lapse and become void.

(iv)       Participant’s Resignation. In the event that a Participant resigns from his or her employment with the Company for any reason, such Participant’s unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) shall immediately lapse and become void. Any vested Stock Options (both Incentive Stock Options and Non-Qualified Stock Options) shall remain exercisable by the Participant until the end of the 90th day after such Participant’s termination of employment. Any unexercised vested Stock Options will thereafter lapse and become void.

(v)        Committee Determinations. The date of termination of employment or service for any reason shall be determined in the sole discretion of the Committee. The Committee, in its sole discretion, may permit any Incentive Stock Option to convert into a Non-Qualified Stock Option as of a Participant’s termination of employment for purposes of providing such Participant with the benefit of the extended exercise period applicable to Non-Qualified Stock Options.

(e)        Option Term. The term of each Stock Option (the “Option Term”) shall be fixed by the Committee and shall not exceed ten years from the date of grant.

(f)         Method of Exercise. Subject to the provisions of the applicable Award Agreement, the exercise price of a Stock Option may be paid in cash or previously owned whole Shares or a combination thereof and, if the applicable Award Agreement so provides, in whole or in part through the acquisition by the Company of Shares issued to a Participant upon the exercise of a Stock Option, in accordance with applicable law, with a value equal to the exercise price. In accordance with rules and procedures established by the Committee for this purpose, and subject to applicable law, the Stock Option may also be exercised through “cashless exercise” procedures that afford Participants the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Option in order to generate sufficient cash to pay the Stock Option exercise price and/or to satisfy withholding tax obligations related to the Stock Option.

9.        Restricted Stock Units

The terms of this Section 9 are applicable to Awards of Restricted Stock Units other than Performance-Based Restricted Stock Units and are subject to the terms and provisions set forth above in Section 7(c).

(a)        Awards Generally. The Committee, in its sole discretion, may grant Restricted Stock Units to Eligible Individuals. An Award of Restricted Stock Units shall consist of a right to receive one or more Shares upon the completion of the applicable vesting period (described in Section 9(b) below) for no consideration other than the provision of services (or such minimum payment as may be required under Applicable Law) or for such other consideration as the Committee may specify in connection with the grant. The terms of this Section 9 shall apply to Awards of Restricted Stock Units (other than Performance-Based Restricted Stock Units) unless the Committee, in its sole discretion, determines that alternative terms shall be included in any Award Agreement, in which case the terms in such Award Agreement shall govern the rights of the Participant.

(b)        Vesting. Unless otherwise specified in the applicable Award Agreement, an Award of Restricted Stock Units shall vest and shall become nonforfeitable on the fourth anniversary of the date of grant. In the event that a Participant’s employment or service is terminated by the Company for Cause or as a consequence of the Participant’s resignation for any reason, the Participant shall forfeit any right to the Award of Restricted Stock Units as of the date of such termination. In the event that the Participant’s employment or service terminates for any other reason, the Participant shall become immediately vested on the date of termination in a portion of the Award of Restricted Stock Units equal to the result of the following formula:

(Y÷X) × R, rounded down to the nearest whole number of Shares, where

X= number of months from the date of grant until the date the Award would have vested, rounded upward or downward (as applicable) to the nearest whole month;

Y= number of months from the date of grant until the date of the Participant’s termination of employment or service, rounded upward or downward (as applicable) to the nearest whole month; and

R= number of Shares subject to the Award (including any Shares added as a consequence of dividend payments).

The terms of this Section 9(b) shall apply unless the Committee, in its sole discretion, determines that alternative terms shall be included in any Award Agreement in which case the terms in such Award Agreement shall govern the rights of the Participant.

(c)         Issuance of Shares. Issuance of Shares in settlement of a vested Restricted Stock Unit Award shall be made as soon as practicable following the Vesting Date.

(d)        No Rights as Shareholder. Except as otherwise provided by the Committee in the applicable Award Agreement, a Participant shall have no rights as a shareholder with respect to any Restricted Stock Unit Award until the Shares in settlement of a vested Restricted Stock Unit Award have been issued to the Participant following the applicable Vesting Date, and subject to Section 13(b) and Section 9(e) below, no adjustment shall be made for dividends or distributions or other rights in respect of any Share for which the record date is prior to the date on which the Participant shall become the registered holder.

(e)      Dividend Equivalent Payments. Unless the Committee determines otherwise, if the Company pays any cash or other dividend or makes any other distribution in respect of the Shares underlying an Award of Restricted Stock Units, the Company will maintain a bookkeeping record to which such amount of the dividend or distribution in respect to such Shares will be credited to an account for the Participant and paid at the time the Award is settled in whole Shares.

10.     Performance-Based Restricted Stock Units

The terms of this Section 10 are applicable only to Awards of Performance-Based Restricted Stock Units and are subject to the terms and provisions set forth above in Section 7(c).

(a)       Awards Generally. (i)     The Committee, in its sole discretion, may grant Performance-Based Restricted Stock Units to Eligible Individuals. An Award of Performance-Based Restricted Stock Units shall vest based on the attainment of Performance Goals over a Performance Period that the Committee, in its sole discretion, shall determine and the Performance Goals shall have any reasonable definitions that the Committee may specify and may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, division, department, region, segment, product line, function or business unit or any combination of the foregoing and may be measured on an absolute or cumulative basis, an annualized or compound annual basis, or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, division, department, region, segment, product line, function or business unit or any combination of the foregoing) or measured relative to selected peer companies or a market or other index. Performance Goals, the Performance Period, any applicable vesting formula or other elements applicable to the Performance Goals shall be set forth in the applicable Award Agreements.

(ii)       The Committee may, in its sole discretion, determine whether any Performance-Based Restricted Stock Unit Award under the Plan is a Section 162(m) Award. Section 162(m) Awards shall be conditioned on the achievement of one or more Performance Goals to the extent required by the exemption for “qualified performance-based compensation” under Section 162(m) of the Code and shall be subject to all other conditions and requirements of the exemption under Section 162(m). In addition, for Awards other than Section 162(m) Awards, the Committee may establish Performance Goals based on other criteria as it deems appropriate.

(b)        Permitted Adjustments. The Committee may, in its discretion, adjust the Performance Goals (either up or down) and the level of the Award that a Participant may earn under this Plan, to the extent permitted pursuant to Section 162(m) of the Code, if the Committee determines that the occurrence of, unusual, nonrecurring or unanticipated changes or events have materially affected the fairness of the Performance Goals or have unduly influenced the ability to meet such Performance Goals, including without limitation, events such as material acquisitions and divestitures, restructurings, changes in the capital structure of the Company, and extraordinary accounting changes. In addition, to the extent permitted by Section 162(m) of the Code, the Committee may, in its sole discretion, unilaterally adjust, to the extent of up to plus or minus 20%, the number of Shares underlying a Performance-Based Restricted Stock Unit Award that has vested based on the attainment of Performance Goals as set forth in the applicable Award Agreement.

(c)        Termination of Employment or Service. In the event that a Participant’s employment or service is terminated by the Company for Cause or as a consequence of the Participant’s resignation for any reason, any unvested Awards of Performance-Based Restricted Stock Units to such Participant shall lapse and become void as of the date of such termination. In the event that the Participant’s employment or service terminates for any other reason, such Participant’s Awards of Performance-Based Restricted Stock Units shall continue to be subject to the applicable terms of vesting and, if such terms are met, shall vest on the Vesting Date on a pro-rata basis from the date of grant until the date of the Participant's termination of employment or service. Notwithstanding the terms of this Section 10(c), the Committee may, in its sole discretion, accelerate the vesting of any Performance-Based Restricted Stock Unit Award at the time of an event described herein. The terms of this Section 10(c) shall apply unless the Committee, in its sole discretion, determines that alternative terms shall be included in any Award Agreement in which case the terms in such Award Agreement shall govern the rights of the Participant.

(d)        Issuance of Shares; Payment of Awards. Subject to Section 7(c) above, settlement of a Performance-Based Restricted Stock Unit Award shall be made as soon as practicable following the Vesting Date, but in no event later than two and one-half months following the end of the calendar year in which the Vesting Date occurs or, at such other time as the Committee shall determine in a manner consistent with the provisions of Section 409A, in either (1) whole Shares, (2) cash equal to the Fair Market Value of the underlying Shares on the Vesting Date or (3) any combination of (1) and (2), as determined by the Committee, in its sole discretion, and set forth in the applicable Award Agreement.

(e)        No Rights as Shareholder. Except as otherwise provided by the Committee in the applicable Award Agreement, a Participant shall have no rights as a shareholder with respect to any Performance-Based Restricted Stock Unit Award until the Shares in settlement of a vested Performance-Based Restricted Stock Unit Award have been issued to the Participant following the Vesting Date, and subject to Section 13(b) and Section 10(f) below, no adjustment shall be made for dividends or distributions or other rights in respect of any Share for which the record date is prior to the date on which the Participant shall become the registered holder.

(f)          Dividend Equivalent Payments. Unless the Committee determines otherwise, if the Company pays any cash or other dividend or makes any other distribution in respect of the Shares underlying an Award of Performance-Based Restricted Stock Units, the Company will maintain a bookkeeping record to which such amount of the dividend or distribution in respect to such Shares will be credited to an account for the Participant and paid in whole Shares at the time the Award is settled.

11.     Other Awards

The Committee shall have the authority to specify the terms and provisions of other forms of equity-based or equity-related Awards not described above which the Committee determines to be consistent with the purpose of the Plan and the interests of the Company, which Awards may provide for cash payments based in whole or in part on the value or future value of Common Stock, for the acquisition or future acquisition of Common Stock, or any combination thereof. Other Awards shall also include cash payments (including the cash payment of dividend equivalents) under the Plan which may be based on one or more criteria determined by the Committee which are unrelated to the value of Common Stock and which may be granted in tandem with, or independent of, Awards of Stock Options, Restricted Stock Units or Performance-Based Restricted Stock Units under the Plan.

12.     Certain Restrictions

(a)        Transfers. Awards may not be transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution or pursuant to a domestic relations order; provided, however, that the Committee may, in its discretion and subject to such terms and conditions as it shall specify, permit the transfer of an Award (other than an Award of any Incentive Stock Option) for no consideration to a Participant’s family members or to one or more trusts or partnerships established in whole or in part for the benefit of one or more of such family members (collectively, “Permitted Transferees”). Any Award transferred to a Permitted Transferee shall be further transferable only by will or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

(b)        Lock-up Periods. Each Participant shall agree to be bound by the applicable terms of any lock-up agreement between the Company and any underwriter that restricts or prohibits transactions in Shares for any period of time.

(c)        Exercise. During the lifetime of the Participant, a Stock Option or similar-type Other Award shall be exercisable only by the Participant or by a Permitted Transferee to whom such Stock Option or Other Award has been transferred in accordance with Section 12(a).

13.      Recapitalization or Reorganization; Adjustments

(a)        Authority of the Company and Shareholders. The existence of the Plan, the Award Agreements and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(b)        Change in Capitalization. The number and kind of shares authorized for issuance under Section 5(a) above, shall be equitably adjusted in the event of a stock split, reverse stock split, subdivision, bonus issue, stock dividend, recapitalization, reorganization, merger, amalgamation, consolidation, division, extraordinary dividend, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar corporate event affecting the Common Stock in order to preserve, but not increase, the benefits or potential benefits intended to be made available under the Plan. In addition, upon the occurrence of any of the foregoing events, the number of outstanding Awards and the number and kind of shares subject to any outstanding Award and the purchase price per share, if any, under any outstanding Award shall be equitably adjusted (including by payment of cash to a Participant) in order to preserve the benefits or potential benefits intended to be made available to Participants granted Awards. Such adjustments shall be made by the Board, whose determination as to what adjustments shall be made, and the extent thereof, shall be final. Unless otherwise determined by the Board, such adjusted Awards shall be subject to the same vesting schedule and restrictions to which the underlying Award is subject.

14.      Amendments

Subject to Section 15(o), the Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that any amendment which under the requirements of any Applicable Law must be approved by the shareholders of the Company shall not be effective unless and until such shareholder approval has been obtained in compliance with such law or rule. No Stock Option may be repriced, regranted through cancellation or otherwise amended to reduce the applicable exercise price (other than as provided in Section 13) without the approval of the Company’s shareholders.

No termination or amendment of the Plan may, without the consent of the Participant to whom an Award has been granted, adversely affect the rights of such Participant under such Award. Notwithstanding any provision herein to the contrary, the Board shall have broad authority to amend the Plan or any Award under the Plan to take into account changes in applicable tax laws, securities laws, accounting rules and other applicable state and federal laws.

15.      Miscellaneous

(a)        Tax Withholding. The Company or a Subsidiary, as appropriate, may require any individual entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Shares, the Company or a Subsidiary, as appropriate, may permit or require a Participant to satisfy, in whole or in part, the obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by the individual, or may repurchase Shares that were issued to the Participant, to satisfy the minimum statutory withholding rates for any applicable tax withholding purposes, in accordance with Applicable Law and pursuant to any rules that the Company may establish from time to time. The Company may establish procedures to allow Participants to satisfy such withholding obligations through a net share settlement procedure or the withholding of shares subject to the applicable Award. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not the payment is made in connection with an Award) any applicable taxes required to be withheld with respect to payments under the Plan.

(b)        No Right to Grants or Employment. No Eligible Individual or Participant shall have any claim or right to receive grants of Awards under the Plan. Nothing in the Plan or in any Award or Award Agreement shall confer upon any employee, consultant or independent contractor of the Company any right to continued employment or service with the Company or interfere in any way with the right of the Company to terminate the employment or service of any of its employees, consultants or independent contractors at any time, with or without cause.

(c)        Other Compensation. Nothing in this Plan shall preclude or limit the ability of the Company to pay any compensation to a Participant under the Company’s other compensation and benefit plans and programs.

(d)        Other Employee Benefit Plans. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company, unless otherwise specifically provided for under the terms of such plan or arrangement or by the Committee.

(e)        Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the payment or settlement of any Award, nothing contained herein shall give any Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or payments in lieu thereof with respect to awards hereunder.

(f)        Securities Law Restrictions. The Committee may require each Eligible Individual purchasing or acquiring Shares pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that such Eligible Individual is acquiring the Shares for investment and not with a view to the distribution thereof. All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. No Shares shall be issued hereunder unless the Company shall have determined that such issuance is in compliance with, or pursuant to an exemption from, all applicable federal, state securities laws and Swiss laws and regulations.

(g)        Award Agreement. Except as expressly provided herein, in the event of any conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern, and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

(h)        Expenses. The costs and expenses of administering the Plan shall be borne by the Company.

(i)        Application of Funds. The proceeds received by the Company from the sale of Common Stock or other securities pursuant to Awards will be used for general corporate purposes.

(j)        Applicable Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be subject to, and construed in accordance with, the laws of the State of New York.

(k)       Stated Periods of Time. In the event that any period of days, months or years set forth in this Plan ends on a date that is Saturday, Sunday or a public holiday in the United States, the end of such period shall be the first business day following such date.

(l)         Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United States. To the extent that Awards under the Plan are awarded to Eligible Individuals who are domiciled or resident outside of the United States, or who are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Committee may adjust the terms of the Awards granted to the Eligible Individual (i) to comply with the laws, rules and regulations of the non-U.S. jurisdiction and (ii) to permit the grant of the Award not to be a taxable event to the Participant. The authority granted under the previous sentence shall include the discretion for the Committee to adopt, amend or rescind rules, procedures or one or more sub-plans applicable to separate classes of Eligible Individuals who are subject to the laws of jurisdictions outside of the United States.

(m)       Section 162(m) of the Code. The Plan is intended to comply in all respects with the requirements of the exemption for “qualified performance-based compensation” under Section 162(m) of the Code. However, that in the event the Committee determines that compliance with Section 162(m) of the Code is not desired with respect to a particular Award, compliance with Section 162(m) of the Code shall not be required. In addition, if any provision of the Plan would cause Awards that are intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code, to fail to so qualify, that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions of the Plan shall remain in full force and effect.

(n)       Six-Monthly Delay for Specified Employees. Notwithstanding anything herein to the contrary, if a Participant is 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, on the Participant’s Separation Date, 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 the Participant’s Separation Date; provided, however, that a payment delayed pursuant to this Section 15(n) shall commence earlier in the event of the Participant’s death prior to the end of the six-month period. Any such delayed payments shall be accumulated and paid on the first day of the seventh calendar month following the date of separation from service.

(o)        Section 409A Compliance. (i) Notwithstanding any contrary provision in the Plan, an Award Agreement or an Award, if any provision of the Plan, an Award Agreement or an Award contravenes any regulations or guidance promulgated under Section 409A or would cause any person to be subject to additional taxes, interest and/or penalties under Section 409A, such provision of the Plan, an Award Agreement or an Award may be modified by the Committee without notice and consent of any person in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

(ii)       If any amount owed to a Participant under this Plan is considered for purposes of Section 409A to be owed to the Participant by virtue of his termination of employment or service, such amount shall be paid if and only if such termination of employment or service constitutes a “separation from service” with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto; provided, however for the purposes of determining which entity is a service recipient or employer, “at least 20 percent” is substituted for “at least 80 percent” in each place it appears in Treasury Regulation §1.414(c)-2.

SCHEDULE A

FINANCIAL PERFORMANCE MEASURES

·       accounts payable

·       accounts receivable

·       cash flow

·       cash-flow return on investment

·       cash value added

·       days cash cycle

·       days sales outstanding

·       debt

·       earnings before interest and tax (EBIT)

·       earnings before interest, tax depreciation and amortization (EBITDA)

·       earnings per share

·       economic value added

·       effective tax rate

·       free cash flow

·       impairment write offs

·       income from continuing operations (net income after minority interests)

·       interest coverage

·       margin

·        market capitalization

·        net financial debt

·        net sales

·        operating cash flow

·        operating earnings before asset impairment

·        operating profit

·        pre-tax income

·        return on equity

·        return on invested capital

·        return on net assets

·        return on tangible net assets

·        return on tangible net worth

·        revenue growth

·        selling general and administrative expenses

·        share price

·        value at risk

·        working capital

NON-FINANCIAL PERFORMANCE MEASURES

·       amount of inventory

·       brand recognition.

·       customer/supplier satisfaction

·       days of inventory

·       employee turnover

·       energy usage

·       headcount;

·       loading time/days loading

·       market share

·        product quality

·        productivity/efficiency

·        quality

·        recruiting

·        risk management

·        safety/environment

·        satisfaction indexes

·        turn around time

·        volumes

Exhibit 10.2

BUNGE 2016 EQUITY INCENTIVE PLAN

Effective May 26, 2016

As Amended and Restated Effective November 1, 2023

Article 1. Establishment, Purpose and Duration

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

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

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

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

Article 2. Administration

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

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

(a) designate the Participants;

(b) determine the size and types of Awards;

(d) determine the terms and conditions of each Award, including without limitation, and to the extent applicable, the Exercise Price, the Exercise Period, vesting conditions, Performance Goals, Performance Periods, any vesting acceleration, waiver of forfeiture restrictions, and any other term or condition regarding any Award or its related Shares (including subjecting the Award or its related Shares to compliance with restrictive covenants);

(e) construe and interpret the Plan and any agreement or instrument entered into pursuant to the Plan;

(f) establish, amend or waive rules and regulations for the Plan’s administration;

(g) amend the terms and conditions of any outstanding Award and any instrument or agreement relating to an Award (subject to the provisions of Article 12);

(h) delay issuance of Shares or suspend a Participant’s right to exercise an Award as deemed necessary to comply with applicable laws;

(i) determine the duration and purposes of leaves of absence that may be granted to a Participant without constituting termination of his or her employment or service for Plan purposes;

(j) authorize any person to execute, on behalf of the Company, any agreement or instrument required to carry out the Plan purposes;

(k) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any instrument or agreement relating to an Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect;

(l) adopt such plans or subplans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax-preferred treatment of Awards or otherwise provide for the participation by Participants who reside outside of the U.S.; and

(m) make any and all determinations which it determines to be necessary or advisable for the Plan administration.

2.3. Delegation. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the Shares are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) who are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

2.4. Decisions Binding. All determinations and decisions made by the Committee pursuant to the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons interested in the Plan or an Award. The Committee shall consider such factors as it deems relevant to making its decisions, determinations and interpretations including, without limitation, the recommendations or advice of any Director, officer or employee of the Company or a Subsidiary and such agents, attorneys, consultants and accountants as it may select. The Committee’s determinations under the Plan need not be the same for all persons. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award and only on the grounds that such decision or action was arbitrary or capricious or was unlawful.

2.5. Indemnification. No member of the Committee, the Board or any person to whom authority was delegated in accordance with Section 2.3 above (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in the manner provided in the Company’s articles of association as may be amended from time to time or in any indemnification agreement of the Company with such Indemnifiable Person. In the performance of their responsibilities with respect to the Plan, such individuals shall be entitled to rely upon information and advice furnished by the Company’s officers, agents, attorneys, consultants and accountants and any other party deemed necessary or appropriate, and no such individual shall be liable for any action taken or not taken in reliance upon any such advice. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which an Indemnifiable Person may be entitled, or any power that the Company may have to indemnify them or hold them harmless.

2.6. Construction and Interpretation. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole and complete discretion of the Committee.

2.7. Action by the Board. Notwithstanding anything in the Plan to the contrary, any authority or responsibility, which, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board.

Article 3. Shares Subject to the Plan

3.1. Number of Shares. Subject to adjustments as provided in Section 3.3 below, the maximum aggregate number of Shares that may be issued for all purposes under this Plan shall be 10.9 million Shares. Shares issued under the Plan may consist, in whole or in part, of Shares issued out of the capital band or the conditional share capital of the Company, Shares held by the Company or any of its subsidiaries in treasury or Shares reacquired by the Company in any manner, or a combination thereof.

3.2. Share Counting. The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. Notwithstanding anything in the Plan to the contrary, Shares subject to an Award will again be available for grant and issuance pursuant to the Plan to the extent the relevant Awards: (a) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Shares, (b) are settled in cash in lieu of Shares, or (c) are surrendered pursuant to an Exchange Program. Shares subject to an Award may not again be made available for grant and issuance pursuant to the Plan if such Shares are: (w) subject to an Option or a stock-settled SAR and were not issued upon the net settlement or net exercise of such Option or SAR, (x) delivered to, or withheld by, the Company to pay the Exercise Price or the withholding taxes due with respect to an Option or SAR, (y) withheld by the Company to cover taxes incurred in connection with other stock-settled Awards, or (z) repurchased on the open market with the proceeds of an Option exercise. In addition, to the extent not prohibited by applicable law, rule or regulation, Shares delivered or deliverable in connection with any Substitute Award shall not reduce the number of Shares authorized for grant pursuant to Section 3.1 above.

3.3. Adjustments in Authorized Shares and Awards. In the event of any merger, amalgamation, reorganization, consolidation, recapitalization, stock dividend, bonus issues, extraordinary cash dividend, stock split, reverse stock split, share consolidation or subdivision, spin-off, split-off or similar transaction or other change in corporate structure affecting the Shares, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate, including, without limitation, such adjustments in the aggregate number, class and kind of securities that may be delivered, in the aggregate or to any Participant, in the number, class, kind and option or Exercise Price of securities subject to outstanding Awards as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number and further provided that in no event may any change be made to an ISO which would constitute a modification within the meaning of Section 424(h)(3) of the Code. Moreover, notwithstanding anything in the Plan to the contrary, an adjustment to an Award may not be made in a manner that would result in adverse tax consequences under Section 409A.

Article 4. Eligibility

The Committee may select any Employee or Consultant to receive an Award; provided, however, that ISOs shall only be granted to Employees in accordance with Section 422 of the Code.

Article 5. Restricted Stock Units

5.1. Award of Restricted Stock Units. The Committee may grant Restricted Stock Units to an Employee or Consultant with such terms and provisions that the Committee shall determine.

5.2. Terms of Restricted Stock Units. Each Award of RSUs shall be subject to an Award Agreement that shall set forth (a) the number or a formula for determining the number of Shares subject to the Award, (b) the terms and conditions regarding the grant, vesting and forfeiture of the RSUs and (c) such other terms and conditions as may be appropriate.

5.3. Vesting Conditions. The Committee shall determine the vesting schedule for each Award of RSUs. Vesting shall occur, in full or in installments, upon satisfaction of the terms and conditions specified in the Award Agreement. The Committee shall have the right to make the vesting of RSUs subject to the continued employment or service of a Participant, passage of time or such performance criteria as deemed appropriate by the Committee, which criteria may be based on financial performance and personal performance evaluations.

5.4. Settlement of Restricted Stock Units. Earned RSUs shall be settled in a lump sum or in installments on or after the date(s) set forth in the Award Agreement. The Committee may settle earned RSUs in cash, Shares, or a combination of both. Distribution may occur or commence when the vesting conditions applicable to a RSU have been satisfied or, if the Committee so provides in an Award Agreement, it may be deferred in accordance with applicable law, to a later date. The Committee may also permit a Participant to defer payment of Shares related to a RSU provided that the terms of the RSU and any deferral satisfy the requirements of applicable law and the deferral is pursuant to a deferred compensation plan offered by the Company or a Subsidiary.

Article 6. Performance Units

6.1. Award of Performance Units. The Committee may grant Performance Units to an Employee or Consultant with such terms and provisions that the Committee shall determine.

6.2. Terms of Performance Units. Each Award of Performance Units shall be subject to an Award Agreement that shall set forth (a) the number of Performance Units granted or a formula for determining the number of Performance Units subject to the Award, (b) the initial value (if applicable) of the Performance Units, (c) the Performance Goals and level of attainment that shall determine the number of Performance Units to be paid out, (d) such terms and conditions regarding the grant, vesting and forfeiture of the Performance Units and (e) such other terms and conditions as may be appropriate.

6.3. Earning of Performance Units. After completion of an applicable Performance Period, the holder of Performance Units shall be entitled to receive a payout with respect to the Performance Units earned by the Participant over the Performance Period. Payment shall be determined by the Committee based on the extent to which the Performance Goals have been achieved and together with the satisfaction of any other terms and conditions set forth in the Plan and the applicable Award Agreement. No payment shall be made with respect to a Performance Unit prior to certification by the Committee that the Performance Goals have been achieved.

6.4. Settlement of Performance Units. Earned Performance Units shall be settled in a lump sum or in installments after the date(s) set forth in the Award Agreement. The Committee may settle earned Performance Units in cash or in Shares (or in a combination thereof), which have an aggregate Fair Market Value equal to the value of the earned Performance Units. Distribution may occur or commence after completion of the applicable Performance Period and the satisfaction of any applicable vesting conditions or, if the Committee so provides in an Award Agreement, it may be deferred, in accordance with applicable law, to a later date. The Committee may also permit a Participant to defer settlement of Shares related to a Performance Unit to a date or dates after the Performance Unit is earned provided that the terms of the Performance Unit and any deferral satisfy the requirements of applicable law and the deferral is pursuant to a deferred compensation plan offered by the Company or a Subsidiary.

Article 7. Stock Options and Stock Appreciation Rights

7.1. Award of Options and SARs. The Committee may grant Options, SARs or both, to an Employee or Consultant with such terms and provisions that the Committee shall determine.

7.2. Terms of Options and SARs. Each Award of Options or SARs shall be subject to an Award Agreement that shall set forth (a) the term or duration of the Options or SARs, (b) the number of Shares subject to the Options or SARs, (c) the Exercise Price, (d) the Exercise Period and (e) such other terms and conditions as may be appropriate. The Committee may grant Options in the form of ISOs, NQSOs or a combination thereof. Each Award Agreement also shall specify whether the Options are intended to be an ISO or a NQSO.

7.3. Duration of Options and SARs. Each Option or SAR shall expire at such time as the Committee shall determine at the time the Award is granted; provided, however, that no Option or SAR shall be exercisable later than the tenth (10th) anniversary of its date of grant.

7.4. Exercise of and Payment for Options and SARs. Options and SARs shall be exercisable at such times and be subject to such terms and conditions as the Committee shall approve, which need not be the same for each Award or for each Participant. Options and SARs shall be exercised by the delivery of a written notice of exercise to the Company or its designated agent, setting forth the number of Shares to be exercised with respect to the Options or SARs, and, in the case of Options, accompanied by full payment for the Shares.

The Exercise Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering, either by actual or constructive delivery, previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (c) by net Share settlement or similar procedure involving the cancellation of a portion of the Option representing Shares with an aggregate Fair Market Value at the time of exercise equal to the Exercise Price or (d) by any combination thereof. To the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, the Committee also may allow cashless exercise as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.

As soon as practicable after receipt of a written notification of exercise of an Option and provisions for full payment for an Option, the Company shall issue to the Participant an appropriate number of Shares based upon the number of Shares purchased under the Option.

Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of: (a) the excess of (i) the Fair Market Value of a Share on the date of exercise over (ii) the Exercise Price of the SAR, multiplied by (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, payment upon the exercise of a SAR may be in cash, in Shares of equivalent value or in a combination thereof. The Committee’s determination regarding the form of SAR payout shall be set forth in an applicable Award Agreement.

7.5. Automatic Exercise. The Committee may provide that, in the event that (i) an Option or SAR is not exercised or settled by the last day of the Exercise Period, (ii) the Participant is legally precluded from otherwise exercising such Option or SAR before the last day of the Exercise Period due to legal restrictions or Company policy (including policies on trading in Shares), and (iii) the Exercise Price of such Option or SAR is below the Fair Market Value of a Share on the last day of the Exercise Period, as determined by the Committee, then the Option or SAR may be deemed exercised on such date, with no action required on the part of the Participant, with a spread equal to the Fair Market Value of the Shares subject to the Award on such date minus the Exercise Price for those Shares. The resulting proceeds net of any required tax withholding and any applicable costs shall be paid to the Participant or the Participant’s legal representative.

7.6. Restrictions on Repricing, Repurchases, and Discounts. Other than in connection with a transaction described in Section 3.3, without shareholder approval, (i) the Exercise Price of an Option or SAR may not be reduced, directly or indirectly, after the grant of the Award; (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Option or SAR; and (iii) the Company may not repurchase an Option or SAR for value (in cash, substitutions, cash buyouts, or otherwise) at any time when the Exercise Price of a Stock Option or SAR is above the Fair Market Value of a Share. In no event shall the Exercise Price of an Option or the grant price per Share of a SAR be less than 100% of the Fair Market Value of a Share on the date of grant; provided , however that the Exercise Price of a Substitute Award granted as an Option shall be determined in accordance with Section 409A and may be less than 100% of the Fair Market Value.

7.7 Incentive Stock Options. The Exercise Price of an ISO shall be fixed by the Committee at the time of grant or shall be determined by a method specified by the Committee at the time of grant, but in no event shall the Exercise Price be less than the minimum Exercise Price specified in Section 7.6. No ISO may be issued to any individual who, at the time the ISO is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, unless (i) the Exercise Price determined as of the date of grant is at least 110% of the Fair Market Value on the date of grant of the Shares subject to such ISO and (ii) the ISO is not exercisable more than five years from the date of grant thereof. No Participant shall be granted any ISO which would result in such Participant receiving a grant of ISO that would have an aggregate Fair Market Value in excess of $100,000, determined as of the time of grant, that would be exercisable for the first time by such Participant during any calendar year. Any grants in excess of this limit shall be treated as NQSOs. No ISO may be granted under the Plan after the tenth anniversary of the Effective Date. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, as amended from time to time.

Article 8. Other Awards

Subject to limitations under applicable law, the Committee may grant such other Awards to Employees and Consultants that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares as deemed by the Committee to be consistent with the purposes of the Plan. The Committee may also grant Shares as a bonus, or may grant other Awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements. The terms and conditions applicable to such other Awards shall be determined from time to time by the Committee and set forth in an applicable Award Agreement.

Article 9. General Provisions Applicable to Awards

9.1. Limits on Awards. Subject to any adjustments described in Section 3.3 the following limits shall apply to Awards:

(a) No more than an aggregate of 1,000,000 Shares may be issued under ISOs;

(b) The maximum number of Shares subject to RSUs that may be granted to a Participant during any one calendar year is 1,000,000;

(c) The maximum number of Shares subject to Performance Units that may be granted to a Participant during any one calendar year is 1,000,000;

(d) The maximum number of Shares subject to either Options or SARs that may be granted to a Participant during any one calendar year is 1,000,000;

(e) The maximum amount of cash-denominated Other Awards that may be granted to a Participant during any one calendar year is $2,500,000; and

(f) The maximum number of Shares subject to share-denominated Other Awards that may be granted to a Participant during any one calendar year is 1,000,000.

To the extent not prohibited by applicable laws, rules and regulations, any Shares underlying Substitute Awards shall not be counted against the number of Shares remaining for issuance and shall not be subject to the individual limits contained in Section 3.1 or this Section 9.1.

9.2 Restrictions on Performance-Based Awards. The Committee may determine whether any Award, including Performance Units, under the Plan is intended to meet the requirements for “qualified performance-based compensation” as that term is used in Section 162(m) of the Code. The following provisions shall apply to any Awards intended to satisfy such requirements:

(a) Any such Awards designated to be “qualified performance-based compensation” shall be conditioned on the achievement of one or more Performance Goals to the extent required by Section 162(m) and will be subject to all other conditions and requirements of Section 162(m).

(b) The Performance Goals shall be determined in accordance with generally accepted accounting principles (subject to adjustments and modifications for specified types of events or circumstances approved by the Committee in advance) consistently applied on a Subsidiary, business unit, division, segment, product line, function or consolidated basis or any combination thereof. Adjustment events include (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (iv) charges for any reorganization and restructuring programs; (v) unusual or infrequent charges or losses as described in Accounting Standards Codification 225-20-20 or elements of adjusted income in the management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) the impact of acquisitions or divestitures; (vii) foreign exchange gains and losses and (viii) gains or losses on asset sales.

(c) The Performance Goals may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, business unit, division, segment, product line, or function or combination thereof and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, business unit, division, segment, product line, or function or combination thereof) or measured relative to selected peer companies or a market index. At the time of grant, the Committee may provide for adjustments to the performance criteria in accordance with Section 162(m). The Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award.

(d) The Participants will be designated, and the applicable Performance Goals will be established, by the Committee not later than 90 days following the commencement of the applicable Performance Period (or such earlier or later date permitted or required by Section 162(m)). Each Participant will be assigned a target amount of Shares or cash payable if Performance Goals are achieved. Any payment of an Award granted with Performance Goals shall be conditioned on the written certification of the Committee in each case that the Performance Goals and any other material conditions were satisfied. The Committee may determine, at the time of grant, that if performance exceeds the specified Performance Goals, the Award may be settled with payment greater than the target Performance Goals, but in no event may such payment exceed the limits set forth in Section 9.1. The Committee retains the right to reduce any such Award notwithstanding the attainment of the Performance Goals.

9.3. Performance Awards Not Subject to Section 162(m). The Committee may also grant performance-based Awards not intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. With respect to such Awards, the Committee may establish performance targets and goals based on any criteria it deems appropriate and shall not be required to follow the procedures or schedule specified in Section 9.2.

9.4. Restrictions on Transfers of Awards. Except as may be provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution or, except in the case of an ISO, pursuant to a domestic relations order, as the case may be; provided , however , that the Committee may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an ISO, for no consideration to a permitted transferee. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Subsidiary.

9.5. Restrictions on Transfers of Shares. The Committee may impose such restrictions on any Shares acquired pursuant to an Award as it may deem advisable, including, without limitation, restrictions to comply with applicable Federal securities laws, with the requirements of any stock exchange upon which such Shares are then listed and with any blue sky or state securities laws applicable to such Shares.

9.6. Additional Restrictions on Awards and Shares. Either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose such restrictions, conditions or limitations as it determines appropriate on the Award, any Shares issued under an Award, or both, including, without limitation, (a) restrictions under an insider trading policy, (b) any compensation recovery policy or policies established by the Company as such policy or policies may be amended from time to time, (c) share retention guidelines, minimum holding requirements and other restrictions designed to delay or coordinate the timing and manner of sales, (d) restrictions as to the use of a specified brokerage firm for receipt, resales or other transfers of such Shares, (e) restrictions relating to a Participant’s activities following termination of employment or service, including but not limited to, competition against the Company, disclosure of Company confidential information, and solicitation of Company employees and/or customers, and (f) other policies that may be implemented by the Board from time to time.

9.7. Minimum Vesting Period. All Awards shall have a vesting period of not less than one year from date of grant, including those Awards that are subject to Performance Goals or other performance-based objectives; provided, however, that Awards that result in the issuance of an aggregate of up to 5% of the Shares available pursuant to Section 3.1 may be granted to any one or more Participants without respect to such minimum vesting provisions. Notwithstanding anything in this Plan to the contrary, Substitute Awards shall not be subject to the minimum vesting provisions of this Section 9.7.

9.8. Shareholder Rights; Dividend Equivalents. Except as provided in the Plan or an Award Agreement, no Participant shall have any Shares subject to an Award and any of the rights of a shareholder unless and until such Participant has satisfied all requirements for exercise or vesting of the Award pursuant to its terms, Shares have actually been issued, restrictions imposed on the Shares, if any, have been removed, and the Shares are entered upon the records of the duly authorized transfer agent of the Company. The recipient of a Award (other than Options and SARs) may be entitled to receive Dividend Equivalents, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and subject to vesting and forfeiture to the same extent as the underlying Award; provided, however, that Dividend Equivalents shall only become payable if and to the extent the underlying Award vests, regardless of whether or not vesting is contingent upon continued employment, the achievement of Performance Goals, or both.

9.9. Termination of Employment or Service. Each Award Agreement shall set forth the terms relating to the treatment of an Award in the event of a Participant’s termination of employment or service, including, without limitation, the extent to which the right to vest, exercise or receive payout of an Award may continue following termination of the Participant’s employment or service with the Company and its Subsidiaries, including due to death or Disability, and any forfeiture provisions. Such provisions shall be determined by the Committee in its discretion, shall be included in the Award Agreement applicable to a Participant, need not be uniform among all Awards or among all Participants and may reflect distinctions based on the reasons for termination of employment or service.

9.10. Effect of Change in Status. The Committee shall have the discretion to determine the effect upon an Award, in the case of (i) any individual who is employed with, or engaged by, an entity that ceases to be a Subsidiary, (ii) any leave of absence approved by the Company or a Subsidiary, (iii) any change in the Participant’s status from an Employee to a Consultant, or vice versa, and (iv) at the request of the Company or a Subsidiary, any Participant who becomes employed by any partnership, joint venture, corporation or other entity not meeting the requirements of a Subsidiary.

Article 10. Change of Control

Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to the Change of Control, upon the occurrence of a Change of Control and a termination of a Participant’s employment or service with the Company or a Subsidiary without Cause on or before the occurrence of the two year anniversary of the occurrence of a Change of Control:

(a) Any restrictions imposed on RSUs shall be deemed to have expired;

(b) With respect to all outstanding Awards of Performance Units and other performance-based Awards, the Committee (i) shall determine the greater of (x) the payout at the target number of Performance Units granted for the entire Performance Period and (y) the payout based upon the actual performance level attained as of the last day of the calendar quarter immediately prior to the date of the Participant’s termination without Cause, in either case, after giving effect to the accumulation of Dividend Equivalents, and (ii) shall pay to the Participant the greater of such amounts, prorated based upon the number of complete and partial calendar months within the Performance Period which have elapsed as of the date of the Participant’s termination without Cause. Payment shall be made in cash or in shares, as determined by the Committee;

(d) Any restrictions imposed on any and all outstanding and unvested Other Awards shall be deemed to have expired.

Article 11. Corporate Transactions.

11.1. Assumption or Replacement of Awards by Successor. In the event of a Change of Control, any or all outstanding Awards may be assumed or replaced by the successor entity, which assumption or replacement shall be binding on all Participants. In the alternative, the successor entity may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders of the Company (after taking into account the existing provisions of the Awards). In the event such successor entity refuses to assume, replace or substitute Awards, as provided above, pursuant to a Change of Control, then notwithstanding any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all Shares subject to such Awards immediately prior to the Change of Control unless otherwise determined by the Board and then such Awards will terminate. In addition, in the event such successor entity refuses to assume, replace or substitute Awards, as provided above, the Committee will notify Participants in writing that such Awards will be exercisable for a period of time determined by the Committee in its discretion, and such Awards will terminate upon the expiration of such period. Awards need not be treated similarly in a Change of Control. Except as provided in Article 10 and in this Section 11.1, the vesting, payment, purchase or distribution of an Award may not be accelerated by reason of a Change of Control.

11.2. Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting a Substitute Award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan.

Article 12. Amendment, Modification and Termination

12.1. Amendment, Modification and Termination. The Board may, at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to comply with Section 422 of the Code, Section 303A.08 of the New York Stock Exchange Listed Company Manual, or any other applicable law, regulation or rule, shall be effective unless such amendment shall be approved by the requisite vote of the shareholders.

12.2. Awards Previously Made. No termination, amendment or modification of the Plan shall adversely affect in any material way any outstanding Award, without the written consent of the Participant holding such Award unless such termination, modification or amendment is required by applicable law.

Article 13. Tax Withholding

The Company or a Subsidiary, as appropriate, may require any individual entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax withholding requirements. In the case of an Award payable in Shares, the Company or a Subsidiary, as appropriate, may permit or require a Participant to satisfy, in whole or in part, the obligation to remit taxes by directing the Company to withhold Shares that would otherwise be received by the individual, or may repurchase Shares that were issued to the Participant, to satisfy the minimum statutory withholding rates for any applicable federal, state, local or foreign tax withholding purposes, in accordance with applicable law and pursuant to any rules that the Company may establish from time to time. The Company may establish procedures to allow Participants to satisfy such withholding obligations through a net share settlement procedure or the withholding of Shares subject to the applicable Award. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not the payment is made in connection with an Award) any applicable taxes required to be withheld with respect to payments under the Plan.

Article 14. General Provisions

14.1. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

14.2. Headings and Severability. The headings of Articles and Sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. In the event any Plan provision shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining Plan provisions, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

14.3. Successors. All Company obligations with respect to Awards, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company.

14.4. No Right to Employment or Engagement. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or engagement at any time, for any reason or no reason in the Company’s discretion, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary.

14.5. Participation. No Employee shall have the right to be selected to receive an Award, or, having been so selected, to be selected to receive a future Award.

14.6. Requirements of Law. The making of Awards and the issuance of Shares shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise or vesting of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided in the Plan, the Board or the Committee may require that a holder make such reasonable covenants, agreements, and representations as the Board or the Committee deems advisable in order to comply with any such laws, regulations, or requirements.

Notwithstanding any other provision set forth in the Plan, if required by the then-current Section 16 of the Exchange Act, any “derivative security” or “equity security” offered pursuant to the Plan to any Insider may not be sold or transferred within the minimum time limits specified or required in such rule, except to the extent Rule 16b-3 exempts any such sale or transfer from the restrictions of Section 16 of the Exchange Act. The terms “equity security” and “derivative security” shall have the meanings ascribed to them in the then-current Rule 16a-1 under the Exchange Act.

14.7. Securities Law Compliance. With respect to Insiders, Plan transactions are intended to comply with all applicable conditions of the Federal securities laws. To the extent any Plan provision or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

14.8. Governing Law. To the extent not preempted by Federal law, the Plan, the Award Agreements and all agreements thereunder, shall be construed in accordance with, and subject to, the laws of the State of New York applicable to contracts made and to be entirely performed in New York and wholly disregarding any choice of law provisions that might otherwise be contrary to this express intent.

14.9. Effect on Other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

14.10. Unfunded Plan. The Plan is intended to be an unfunded plan for incentive compensation. With respect to any payments not yet made to a holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the holder any rights that are greater than those of a general creditor of the Company or any affiliate.

14.11. Recoupment. Notwithstanding anything in the Plan to the contrary, all Awards granted under the Plan, any payments made under the Plan and any gains realized upon exercise or settlement of an Award shall be subject to claw-back or recoupment as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

14.12. Award Agreement. In the event of any conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

Article 15. Compliance with Section 409A of the Code.

The parties intend that Plan payments and benefits comply with Section 409A to the extent it applies or an exemption therefrom, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall be paid prior to the 15th day of the third month of the calendar year immediately following the calendar year in which any applicable restrictions lapse and shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan: (i) no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of a Participant’s termination of employment or service with the Company will be made to such Participant until such Participant’s termination of employment or service constitutes a “separation from service” under Section 409A; and (ii) to the extent required in order to comply with Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided during the six (6) month period immediately following the Participant’s termination of employment shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for Plan purposes, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. For any Plan payment that constitutes “non-qualified deferred compensation” under Section 409A, to the extent required to comply with Section 409A, a Change of Control shall be deemed to have occurred with respect to such payment only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. A Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Article 16. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

“Approved Member” shall mean the individuals who, as of the Effective Date, constitute the Board and subsequently elected members of the Board whose election is approved or recommended by at least a majority of such current members or their successors whose election was so approved or recommended (other than any subsequently elected members whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board).

“Award” shall mean, individually or collectively, an Award of RSUs, Performance Units, NQSOs, ISOs, SARs or any other type of Award permitted under Article 8.

“Award Agreement” shall mean any written or electronic agreement or document evidencing any Award granted by the Committee, which may, but need not, be signed or acknowledged by the Company or a Participant as determined by the Committee. Award Agreements shall, in the discretion of the Committee, contain such terms and conditions that are not inconsistent with the terms of the Plan.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s Awards) the termination of a Participant’s employment or service with the Company in connection with:

(a) any willful and continued failure or refusal of a Participant to substantially perform the duties required of him or her;

(b) a Participant’s conviction of, or a plea 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), or

(d) any other willful misconduct by a Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company;

provided that if a cure is reasonably possible in the circumstances, the Participant will have the right to cure the existence of any events purporting to trigger Cause under clauses (a) or (d) above for a period of 30 days after the date notice of the triggering event is given to the Participant by the Company (except that the Company will not be required to provide more than one notice as to any recurring similar conduct). A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the later of (i) the date on which the Company or any affiliate first gives written notice to the Participant of a finding of termination for Cause or (ii) the expiration of any applicable cure period during which the Participant fails to remedy the circumstances triggering Cause.

“Change of Control” shall mean the occurrence of any of the following events.

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act and the applicable rulings and regulations thereunder) of 35% or more of the Common Stock;

(b) the consummation after approval by the shareholders of the Company of either (i) a plan of complete liquidation or dissolution of the Company or (ii) a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a “Business Combination”), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock issued and outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or

With respect to any Award that is subject to Section 409A and payment is to be accelerated in connection with the Change of Control, solely for purposes of determining the timing of payment, no event(s) set forth in clauses (a), (b) or (c) above shall constitute a Change of Control for purposes of this Plan unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company as defined under Section 409A.

For purposes of the definition of “Change of Control,” a “Person” shall mean any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (a) Bunge International Limited, (b) any member of the Company and its Subsidiaries, (c) a trustee or other fiduciary holding securities under an employee benefit plan of any member of the Company and its Subsidiaries, (d) an underwriter temporarily holding securities pursuant to an offering of such securities or (e) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company

“Code” shall mean the Internal Revenue Code of 1986, as such is amended from time to time, including any applicable regulations, and any reference to a section of the Code shall include any successor provision of the Code.

“Committee” means the Compensation Committee of the Board.

“Common Stock” means the common registered shares of the Company, par value $.01 per share.

“Company” means Bunge Global SA, a Swiss company, or any successor thereto as provided in Section 14.3.

“Consultant” shall mean any natural person engaged by the Company or a Subsidiary to render services, but who is not an Employee provided, that a Consultant will include only those persons to whom the issuance of Common Stock may be registered under Form S-8 under the Securities Act.

“Director” means any individual who is a member of the Board.

“Disability” mean for (a) Participants covered by the long term disability plan of the Company or a Subsidiary, disability as defined in such plan; and (b) for all other Participants, a physical or mental condition of the Participant resulting from bodily injury, disease or mental disorder which renders the Participant incapable of continuing the Participant’s usual or customary employment or service with the Participant’s employer or service recipient for a period of not less than six consecutive months. The disability of the Participant shall be determined by the Committee in good faith after reasonable medical inquiry, including consultation with a licensed physician as chosen by the Committee, and a fair evaluation of the Participant’s ability to perform his or her duties. Notwithstanding the previous two sentences, with respect to an Award that is subject to Section 409A where the payment or settlement of the Award will accelerate upon termination of employment or service as a result of the Participant’s Disability, solely for purposes of determining the timing of payment, no such termination will constitute a Disability for purposes of the Plan or any Award Document unless such event also constitutes a “disability” as defined under Section 409A.

“Dividend Equivalent” means, with respect to Shares subject to Awards, a right to an amount equal to dividends declared on an equal number of issued and outstanding Shares.

“Effective Date” was originally effective as of May 26, 2016. The current amendment and restatement of the Plan became effective on May 21, 2020, subject to approval by the shareholders at the 2020 Annual Meeting.

“Employee” means each employee of the Company or any Subsidiary.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

“Exchange Program” means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof).

“Exercise Period” means the period during which a SAR or Option is exercisable, as set forth in the related Award Agreement.

“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option or SAR, as determined by the Committee and set forth in an Award Agreement. Other than in connection with Substitute Awards, the exercise price per Share shall not be less than 100% of the Fair Market Value of a Share on the date an Option or SAR is granted.

“Fair Market Value” of a Share as of any date means: the average of the highest and lowest sale prices of the Common Stock on the date of determination (or the mean of the closing bid and asked prices for the Common Stock if no sales were reported) as reported by the New York Stock Exchange or other domestic stock exchange on which the Common Stock is listed. If the Common Stock is not listed on a domestic stock exchange, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Section 409A. If the determination date for the Fair Market Value occurs on a weekend, holiday or other non-Trading Day, the Fair Market Value will be the price as determined above on the immediately preceding Trading Day, unless otherwise determined by the Committee. The determination of Fair Market Value for purposes of tax withholding may be made in the discretion of the Committee subject to applicable laws and is not required to be consistent with the determination of Fair Market Value for other purposes. For purposes of achieving an exemption from Section 409A in the case of affected Participants subject to Section 409A, Fair Market Value shall be determined in a manner consistent with Section 409A.

“Indemnifiable Person” shall have the meaning set forth in Section 2.5.

“Incentive Stock Option” or “ISO” means an option to purchase Shares, granted under Article 7, which is designated as an ISO and satisfies the requirements of Section 422 of the Code.

“Insider” means an Employee who is, on the relevant date, an officer, Director or ten percent (10%) beneficial owner of the common shares, as contemplated by Section 16 of the Exchange Act.

“Nonqualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article 7, which is not intended to be an ISO.

“Option” means an ISO or a NQSO.

“Participant” means an Employee or Consultant who holds an outstanding Award.

“Performance Goals” means, any of the general performance objectives, selected by the Committee and specified in an Award Agreement, from among the performance criteria set forth on Schedule A hereto, either individually, alternatively or in any combination, applied to the Company as a whole or any Subsidiary, business unit, division, segment, product line, or function or any combination of the foregoing, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable, on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to an applicable Award has been achieved.

“Performance Period” means the period of time during which the Performance Goals will be measured to determine what, if any, Performance Units have been earned. A Performance Period shall, in all cases, be at least twelve (12) months in length.

“Performance Unit” means the right of a Participant to receive cash or Shares, upon achievement of the Performance Goals, in accordance with the Plan.

“Restricted Stock Unit” or “RSU” means an Award to a Participant covering a number of Shares that at a later date may be settled in cash, or by issuance of those Shares.

“Section 409A” means Section 409A of the Code.

“Share” means a share of Common Stock.

“Stock Appreciation Right” or “SAR” means a right, granted alone or in connection with a related Option, designated as a SAR, to receive a payment on the day the right is exercised, pursuant to Article 7. Each SAR shall be denominated in terms of one Share.

“Subsidiary” means any corporation that is a “subsidiary corporation” of the Company as that term is defined in Section 424(f) of the Code.

“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

Schedule A

FINANCIAL PERFORMANCE MEASURES

accounts payable

accounts receivable

cash flow

cash-flow return on investment

cash value added

days cash cycle

days sales outstanding

debt

earnings before interest and tax (EBIT)

earnings before interest, tax depreciation and amortization (EBITDA)

earnings per share

earnings per share from continuing operations

economic value added

effective tax rate

free cash flow

impairment write offs

income from continuing operations (net income after minority interests)
interest coverage

margin

market capitalization

net financial debt

net sales

operating cash flow

operating earnings before asset impairment

operating profit

pre-tax income

return on equity

return on invested capital

return on net assets

return on tangible net assets

return on tangible net worth

revenue growth

selling general and administrative expenses

share price

total shareholder return

relative total shareholder return

value at risk

working capital

NON-FINANCIAL PERFORMANCE MEASURES

amount of inventory

brand recognition

customer/supplier satisfaction

days of inventory

employee turnover

energy usage

headcount

loading time/days loading

market share

product quality

productivity/efficiency
quality

recruiting

risk management
safety/environment
satisfaction indexes
talent development
turn around time
volumes

Exhibit 10.3

BUNGE 2017 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN

Effective May 25, 2017

As Amended and Restated on November 1, 2023

Establishment and Purpose

(a)            Establishment of the Plan. Bunge Global SA hereby establishes the Bunge 2017 Non-Employee Directors Equity Incentive Plan, as amended from time to time (the “Plan”). The Plan shall become effective as of the Effective Date, at which time no further awards will be granted under the Prior Plan. Capitalized terms that are not otherwise defined in the text of the Plan are defined in Section 24.

(b)            Purpose of the Plan. The purpose of the Plan is to promote the long-term growth and financial success of the Company and its Subsidiaries by attracting, motivating and retaining non-employee directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Non-Employee Directors and its shareholders.

Administration

(a)            The Committee. The Plan shall be administered by the Committee. The Committee shall be comprised solely of Directors who are (a) “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “independent directors” as contemplated by Section 303A.02 of the New York Stock Exchange Listed Company Manual.

(b)            Authority of the Committee. Subject to the terms and conditions of the Plan, the Committee shall have full power and discretionary authority to: (a) determine the size and types of Awards; (b) approve forms of Award Agreements for use under the Plan; (c) determine the terms and conditions of each Award, including without limitation, and to the extent applicable, the Exercise Price, the Exercise Period, vesting conditions, any vesting acceleration, waiver of forfeiture restrictions, and any other term or condition regarding any Award or its related Shares; (d) construe and interpret the Plan and any agreement or instrument entered into pursuant to the Plan; (e) establish, amend or waive rules and regulations for the Plan’s administration; (f) amend the terms and conditions of any outstanding Award and any instrument or agreement relating to an Award (subject to the provisions of Section 12); (g) delay issuance of Shares or suspend a Non-Employee Director’s right to exercise an Award as deemed necessary to comply with Applicable Laws; (h) authorize any person to execute, on behalf of the Company, any agreement or instrument required to carry out the Plan purpose; (i) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any instrument or agreement relating to an Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (j) adopt such plans or subplans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax-preferred treatment of Awards or otherwise provide for the participation by Non-Employee Directors who reside outside of the U.S.; and (k) make any and all determinations which it determines to be necessary or advisable for the Plan administration.

(c)            Decisions Binding. All determinations and decisions made by the Committee pursuant to the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons interested in the Plan or an Award. The Committee shall consider such factors as it deems relevant to making its decisions, determinations and interpretations including, without limitation, the recommendations or advice of any Director, officer or employee of the Company or a Subsidiary and such agents, attorneys, consultants and accountants as it may select. The Committee’s determinations under the Plan need not be the same for all persons. A Non-Employee Director or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award and only on the grounds that such decision or action was arbitrary or capricious or was unlawful.

(d)            Indemnification. No member of the Committee or the Board (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in the manner provided in the Company’s articles of association as may be amended from time to time or in any indemnification agreement of the Company with such Indemnifiable Person. In the performance of their responsibilities with respect to the Plan, such individuals shall be entitled to rely upon information and advice furnished by the Company’s officers, agents, attorneys, consultants and accountants and any other party deemed necessary or appropriate, and no such individual shall be liable for any action taken or not taken in reliance upon any such advice. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which an Indemnifiable Person may be entitled, or any power that the Company may have to indemnify them or hold them harmless.

(e)            Construction and Interpretation. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole and complete discretion of the Committee.

(f)            Action by the Board. Notwithstanding anything in the Plan to the contrary, any authority or responsibility, which, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board.

Shares Available

(a)            Number of Shares. Subject to adjustments as provided in Section 13, the maximum aggregate number of Shares for all purposes under this Plan shall be 320,000 Shares. Shares issued under the Plan may consist, in whole or in part, of Shares issued out of the capital band or the conditional share capital of the Company, Shares held by the Company or any of its subsidiaries in treasury or Shares reacquired by the Company in any manner, or a combination thereof.

(b)            Share Counting. The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. Notwithstanding anything in the Plan to the contrary, Shares subject to an Award will again be available for grant and issuance pursuant to the Plan to the extent the relevant Awards: (a) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Shares, (b) are settled in cash in lieu of Shares, or (c), subject to Section 7(g) hereof, are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof). Shares subject to an Award may not again be made available for grant and issuance pursuant to the Plan if such Shares are: (w) subject to an Option or a stock-settled SAR and were not issued upon the net settlement or net exercise of such Option or SAR, (x) delivered to, or withheld by, the Company to pay the Exercise Price or the withholding taxes due with respect to an Option or SAR, (y) withheld by the Company to cover taxes incurred in connection with other stock-settled Awards, or (z) repurchased on the open market with the proceeds of an Option exercise. In addition, to the extent not prohibited by Applicable Laws, rules or regulations, Shares delivered or deliverable in connection with any Substitute Award shall not reduce the number of Shares authorized for grant pursuant to Section 3(a) above.

(c)            Adjustments in Authorized Shares and Awards. In the event of any merger, amalgamation, reorganization, consolidation, recapitalization, stock dividend, bonus issues, extraordinary cash dividend, other distribution, stock split, reverse stock split, share consolidation or subdivision, spin-off, split-off or similar transaction or other change in corporate structure affecting the Shares or their value, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate, including, without limitation, such adjustments in the aggregate number, class and kind of securities that may be delivered, in the aggregate, in the number, class, kind and option or Exercise Price of securities subject to outstanding Awards as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number and provided further, however, no adjustment shall be made to an Award in a manner that would result in adverse tax consequences under Section 409A.

Eligibility

Only Non-Employee Directors shall be eligible to be granted Awards under the Plan.

Awards in General

(a)            Grant of Awards. Unless otherwise determined by the Committee, Awards shall be granted under the Plan as follows:

(i)

upon a Non-Employee Director’s initial election to the Board; and

(ii)            to a Non-Employee Director who continues to be a member of the Board as of the date of an Annual Meeting.

Notwithstanding any provision herein to the contrary, a Non-Employee Director who is elected to the Board other than on the date of an Annual Meeting shall receive, as of the date of such election, a pro-rata portion of the Awards made to Non-Employee Directors generally on the immediately preceding Date of Grant based on the number of days from the date of election to the next Annual Meeting, divided by 365. To the extent practicable, such Award(s) shall be made in the same form as the Award(s) made as of such immediately preceding Date of Grant.

(b)            Terms Set Forth in Award Agreement. The terms and conditions of each Award shall be set forth in an Award Agreement and such terms and conditions shall not be inconsistent with the Plan and shall include, without limitation, the Date of Grant and the number of Shares subject to, and type of, such Award.

(c)            Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a Non-Employee Director, the sum of the Date of Grant fair value (determined as of the Date of Grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards payable in Shares to an individual as compensation for services as a Non-Employee Director during any calendar year shall not exceed $540,000.

Restricted Stock Units

(a)            Award of Restricted Stock Units. The Committee may grant RSUs to a Non-Employee Director with such terms and provisions that the Committee shall determine.

(b)            Terms of Restricted Stock Units. Each Award of RSUs shall be subject to an Award Agreement that shall set forth (i) the number or a formula for determining the number of Shares subject to the Award, (ii) the terms and conditions regarding the grant, vesting and forfeiture of the RSUs and (iii) such other terms and conditions as may be appropriate.

(c)            Vesting Conditions. Unless otherwise determined by the Committee and subject to earlier forfeiture or accelerated vesting as provided herein, RSUs shall fully vest on the first Annual Meeting following the Date of Grant. Notwithstanding the preceding sentence, unless otherwise determined by the Committee, (i) RSUs shall be immediately vested (x) on a pro rata basis upon termination of a Non-Employee Director’s service on the Board by reason of Retirement, death, or Disability or (y) fully by reason of failure by the Company’s shareholders to reelect such Non-Employee Director after he or she was nominated for re-election by the Board and (ii) in the event a Non-Employee Director’s service on the Board terminates for any other reason, any RSUs that are not vested at the time of such termination shall be forfeited and cancelled without any payment.

(d)            Settlement of Restricted Stock Units. Vested RSUs shall be settled in a lump sum or in installments on or after the date(s) set forth in the Award Agreement. The Committee may settle vested RSUs in cash, Shares, or a combination of both. Distribution may occur or commence when the vesting conditions applicable to a RSU have been satisfied or, if the Committee so provides in an Award Agreement, it may be deferred in accordance with Applicable Laws, to a later date. The Committee may also permit a Non-Employee Director to defer payment of Shares related to a RSU provided that the terms of the RSU and any deferral satisfy the requirements of Applicable Laws and the deferral is pursuant to a deferred compensation plan offered by the Company or a Subsidiary.

Options and Stock Appreciation Rights

(a)            Award of Options and SARs. The Committee may grant Options, SARs or both, to a Non-Employee Director with such terms and provisions that the Committee shall determine.

(b)            Terms of Options and SARs. Each Award of Options or SARs shall be subject to an Award Agreement that shall set forth (i) the term or duration of the Options or SARs, (ii) the number of Shares subject to the Options or SARs, (iii) the Exercise Price, (iv) the Exercise Period and (v) such other terms and conditions as may be appropriate.

(c)            Duration of Options and SARs. The Committee shall determine the Exercise Period for each Option or SAR; provided, however, that no Option or SAR shall be exercisable later than the tenth (10th) anniversary of its Date of Grant.

(d)            Vesting Conditions. Unless otherwise determined by the Committee and subject to earlier forfeiture or accelerated vesting as provided herein, Options and SARs shall fully vest on the date of the first Annual Meeting following the Date of Grant. Notwithstanding the preceding sentence, unless otherwise determined by the Committee, (i) Options and SARs shall be immediately vested (x) on a pro rata basis upon termination of a Non-Employee Director’s service on the Board by reason of Retirement, death, or Disability or (y) fully by reason of failure by the Company’s shareholders to reelect such Non-Employee Director after he or she was nominated for re-election by the Board and (ii) in the event a Non-Employee Director’s service on the Board terminates for any other reason, any Option or SAR that is not vested at the time of such termination shall be forfeited and cancelled without any payment.

(e)            Exercise of and Payment for Options and SARs. Options and SARs shall be exercisable at such times and be subject to such terms and conditions as the Committee shall approve, which need not be the same for each Award or for each Non-Employee Director. Options and SARs shall be exercised by the delivery of a written notice of exercise to the Company or its designated agent, setting forth the number of Shares to be exercised with respect to the Options or SARs, and, in the case of Options, accompanied by full payment for the Shares.

The Exercise Price upon exercise of any Option shall be payable to the Company in full either: (i) in cash or its equivalent, (ii) by tendering, either by actual or constructive delivery, Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (iii) by net Share settlement or similar procedure involving the cancellation of a portion of the Option representing Shares with an aggregate Fair Market Value at the time of exercise equal to the Exercise Price or (iv) by any combination thereof. To the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, the Committee also may allow cashless exercise as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan’s purpose and Applicable Laws.

As soon as practicable after receipt of a written notification of exercise of an Option and provisions for full payment for an Option, the Company shall issue to the Non-Employee Director an appropriate number of Shares based upon the number of Shares purchased under the Option.

Upon exercise of a SAR, a Non-Employee Director shall be entitled to receive payment from the Company in an amount equal to the product of: (A) the excess of (i) the Fair Market Value of a Share on the date of exercise over (ii) the Exercise Price of the SAR, multiplied by (B) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, payment upon the exercise of a SAR may be in cash, in Shares of equivalent value or in a combination thereof. The Committee’s determination regarding the form of SAR payout shall be set forth in an applicable Award Agreement.

(f)            Automatic Exercise. The Committee may provide that, in the event that (i) an Option or SAR is not exercised or settled by the last day of the Exercise Period, (ii) the Non-Employee Director is legally precluded from otherwise exercising such Option or SAR before the last day of the Exercise Period due to legal restrictions or Company policy (including policies on trading in Shares), and (iii) the Exercise Price of such Option or SAR is below the Fair Market Value of a Share on the last day of the Exercise Period, as determined by the Committee, then the Option or SAR may be deemed exercised on such date, with no action required on the part of the Non-Employee Director, with a spread equal to the Fair Market Value of the Shares subject to the Award on such date minus the Exercise Price for those Shares. The resulting proceeds net of any required tax withholding and any applicable costs shall be paid to the Non-Employee Director or the Non-Employee Director’s legal representative.

(g)            Restrictions on Repricing, Repurchases, and Discounts. Other than in connection with a transaction described in Section 3.3 above, without shareholder approval, (i) the Exercise Price of an Option or SAR may not be reduced, directly or indirectly, after the grant of the Award; (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Option or SAR; and (iii) the Company may not repurchase an Option or SAR for value (in cash, substitutions, cash buyouts, or otherwise) at any time when the Exercise Price of an Option or SAR is above the Fair Market Value of a Share. In no event shall the Exercise Price of an Option or the grant price per Share of a SAR be less than 100% of the Fair Market Value of a Share on the Date of Grant; provided, however that the Exercise Price of a Substitute Award granted as an Option shall be determined in accordance with Section 409A and may be less than 100% of the Fair Market Value.

Other Awards

Subject to limitations under Applicable Laws, the Committee may grant such other Awards to Non-Employee Directors that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares as deemed by the Committee to be consistent with the purposes of the Plan. The terms and conditions applicable to such other Awards shall be determined from time to time by the Committee and set forth in an applicable Award Agreement.

Shareholder Rights; Dividend Equivalents.

Except as provided in the Plan or an Award Agreement, no Non-Employee Director shall have any Shares subject to an Award and any of the rights of a shareholder unless and until such Non-Employee Director has satisfied all requirements for exercise or vesting of the Award pursuant to its terms, Shares have actually been issued, restrictions imposed on the Shares, if any, have been removed, and the Shares are entered upon the records of the duly authorized transfer agent of the Company. The recipient of a Award (other than Options and SARs) may be entitled to receive Dividend Equivalents, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and subject to vesting and forfeiture to the same extent as the underlying Award; provided, however, that Dividend Equivalents shall only become payable if and to the extent the underlying Award vests, regardless of whether or not vesting is contingent upon continued service.

10.

Restriction on Transfer of Awards; Restriction on Transfer of Shares

(a)            Except as may be provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Non-Employee Director otherwise than by will or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to Applicable Laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award for no consideration to a permitted transferee. Each Award, and each right under any Award, shall be exercisable, during the Non-Employee Director’s lifetime, only by the Non-Employee Director or, if permissible under Applicable Laws, by the Non-Employee Director’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Subsidiary.

(b)            The Committee may impose such restrictions on any Shares acquired pursuant to an Award as it may deem advisable, including, without limitation, restrictions to comply with Applicable Laws.

11.

Term

Unless earlier terminated in accordance with Section 12, the Plan shall expire on the tenth anniversary of the Effective Date (the “Expiration Date”). No Awards shall be granted under the Plan after the Expiration Date. However, the expiration of the Plan shall not affect Awards made on or prior to the Expiration Date, which Awards shall remain outstanding subject to the terms hereof.

12.

Amendments; Termination

(a)            The Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part, including, without limitation, to amend the provisions for determining the amount of Awards to be issued to a Non-Employee Director; provided, however, that any amendment which under the requirements of Applicable Laws must be approved by the shareholders of the Company shall not be effective unless and until such shareholder approval has been obtained in compliance with such Applicable Laws.

(b)            No termination or amendment of the Plan that would adversely affect a Non-Employee Director’s rights under the Plan with respect to any Award made prior to such action shall be effective as to such Non-Employee Director unless he or she consents thereto, except if such termination or amendment of the Plan is required by Applicable Laws.

13.

Corporate Transactions

(a)            Authority of the Company and Shareholders. The existence of the Plan or Awards hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, amalgamation or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the winding up, dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(b)            Change in Control. Unless specifically prohibited by the Plan or unless the Committee provides otherwise prior to the Change in Control, upon the occurrence of a Change in Control and either (i) the successor entity fails to assume, substitute or replace the Awards or (ii) a termination of a Non-Employee Director’s service with the Company or a Subsidiary on or before the occurrence of the first anniversary of the occurrence of a Change in Control: (1) Any restrictions imposed on RSUs shall be deemed to have expired; (2) any and all outstanding and unvested Options and SARs shall become immediately exercisable; and (3) any restrictions imposed on any and all outstanding and unvested other Awards shall be deemed to have expired.

14.

No Right to Re-election

Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Non-Employee Director for re-election by the Company’s shareholders, nor confer upon any Non-Employee Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation.

15.

Governing Law

To the extent not preempted by Federal law, the Plan, the Award Agreements and all agreements thereunder, shall be construed in accordance with, and subject to, the laws of the State of New York applicable to contracts made and to be entirely performed in New York and wholly disregarding any choice of law provisions that might otherwise be contrary to this express intent.

16.

Unfunded Plan

The Plan is intended to be an unfunded plan for incentive compensation. With respect to any payments not yet made to a holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the holder any rights that are greater than those of a general creditor of the Company or any affiliate.

17.

Compliance with Rule 16b-3

It is the Company’s intent that the Plan and the Awards comply in all respects with Rule 16b-3 of the Exchange Act, and any related regulations. If the consummation of any transaction under the Plan would result in the possible imposition of liability on a Non-Employee Director pursuant to Section 16(b) of the Exchange Act, the Committee shall have the right, but shall not be obligated, to defer such transaction or the effectiveness of such action to the extent necessary to avoid such liability.

18.

Tax-Related Items.

The Company shall have the authority and the right to deduct or withhold, or to require a Non-Employee Director to remit to the Company, an amount sufficient to satisfy the obligation for Tax-Related Items with respect to any taxable or tax withholding event concerning a Non-Employee arising as a result of the Non-Employee’s participation in the Plan or to take such other action as may be necessary or appropriate in the opinion of the Company to satisfy withholding obligations for the payment of Tax-Related Items by one or a combination of the following: (a) withholding from the Non-Employee Director’s cash compensation; (b) withholding from the proceeds of sale of Shares underlying an Award, either through a voluntary sale or a mandatory sale arranged by the Company on the Non-Employee Director’s behalf, without need of further authorization; or (c) in the Committee’s sole discretion, by withholding Shares otherwise issuable under an Award (or allowing the return of Shares) sufficient, as determined by the Committee in its sole discretion, to satisfy such Tax-Related Items. No Shares shall be delivered pursuant to an Award to any Non-Employee Director or other person until the Non-Employee Director or such other person has made arrangements acceptable to the Committee to satisfy the obligations for Tax-Related Items with respect to any taxable or tax withholding event concerning the Non-Employee Director or such other person arising as a result of an Award.

19.

Requirements of Law.

The making of Awards and the issuance of Shares shall be subject to all Applicable Laws, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise or vesting of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with all Applicable Laws and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided in the Plan, the Board or the Committee may require that a holder make such reasonable covenants, agreements, and representations as the Board or the Committee deems advisable in order to comply with any such Applicable Laws.

Notwithstanding any other provision set forth in the Plan, if required by the then-current Section 16 of the Exchange Act, any “derivative security” or “equity security” offered pursuant to the Plan to any Non-Employee Director may not be sold or transferred within the minimum time limits specified or required in such rule, except to the extent Rule 16b-3 exempts any such sale or transfer from the restrictions of Section 16 of the Exchange Act. The terms “equity security” and “derivative security” shall have the meanings ascribed to them in the then-current Rule 16a-1 under the Exchange Act.

20.

Section 409A Compliance

To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any contrary provision in the Plan, an Award Agreement or an Award, if any provision of the Plan, an Award Agreement or an Award contravenes any regulations or guidance promulgated under Section 409A or would cause any person to be subject to additional taxes, interest and/or penalties under Section 409A, such provision of the Plan, an Award Agreement or an Award may be modified by the Committee without notice and consent of any person in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

If any amount owed to a Non-Employee Director under this Plan is considered for purposes of Section 409A to be owed to the Non-Employee Director by virtue of his termination of service, such amount shall be paid if and only if such termination of service constitutes a “separation from service” with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto.

21.

No Representations or Covenants with respect to Tax Qualification.

Although the Company may endeavor to (1) qualify an Award for favorable or specific tax treatment under the laws of the United States or jurisdictions outside of the United States or (2) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in this Plan, including Section 20 hereof, notwithstanding. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. Nothing in this Plan or in an Award Agreement shall provide a basis for any person to take any action against the Company based on matters covered by Section 409A, including the tax treatment of any Awards, and the Company will not have any liability under any circumstances to the Non-Employee Director or any other party if the Award that is intended to be exempt from, or compliant with, Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.

22.

Stated Periods of Time

In the event that any period of days, months or years set forth in the Plan ends on a date that is Saturday, Sunday or a public holiday in the United States, the end of such period shall be the first business day following such date.

23.

Award Agreements

In the event of any conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

24.

Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

“Annual Meeting” means the annual general meeting of the Company’s shareholders.

“Applicable Laws” means the requirements relating to the administration of equity-based awards and the related issuance of Shares under U.S. state corporate laws, U.S. federal and state and non-U.S. securities laws, the Code, Swiss law, including the Swiss Code of Obligations, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable securities or exchange control laws of any non-US country or jurisdiction where Awards are, or will be, granted under the Plan.

“Approved Member” shall mean the individuals who, as of the Effective Date, constitute the Board and subsequently elected members of the Board whose election is approved or recommended by at least a majority of such current members or their successors whose election was so approved or recommended (other than any subsequently elected members whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board).

“Award” shall mean, individually or collectively, an Award of Options, RSUs, SARs or any other type of Award permitted under Section 8.

“Award Agreement” means any written or electronic agreement or document evidencing any Award granted by the Committee, which may, but need not, be signed or acknowledged by the Company or a Non-Employee Director as determined by the Committee. Award Agreements shall, in the discretion of the Committee, contain such terms and conditions that are not inconsistent with the terms of the Plan.

“Board” means the Board of Directors of the Company.

“Change in Control” shall mean the occurrence of any of the following events:

(a)            the acquisition by any Person of beneficial ownership (within the meaning of Rule did-3 promulgated under the Exchange Act and the applicable rulings and regulations thereunder) of 35% or more of the Common Stock;

(b)            the consummation after approval by the shareholders of the Company of either (i) a plan of complete liquidation or dissolution of the Company or (ii) a merger, amalgamation or consolidation of the Company with any other corporation, the issuance of voting securities of the Company in connection with a merger, amalgamation or consolidation of the Company, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (each, a “Business Combination”), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock issued and outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding Shares and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or

With respect to any Award that is subject to Section 409A and payment is to be accelerated in connection with the Change in Control, solely for purposes of determining the timing of payment, no event(s) set forth in clauses (a), (b) or (c) above shall constitute a Change in Control for purposes of this Plan unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company as defined under Section 409A.

For purposes of the definition of “Change in Control,” a “Person” shall mean any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (i) Bunge International Limited, (ii) any member of the Company and its Subsidiaries, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of any member of the Company and its Subsidiaries, (iv) an underwriter temporarily holding securities pursuant to an offering of such securities or (v) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and any applicable rulings and regulations promulgated thereunder, and any reference to a section of the Code includes any successor provision of the Code.

“Committee” means the Compensation Committee of the Board.

“Common Stock” means the common registered shares of the Company, par value $0.01 per share.

“Company” means Bunge Global SA, a corporation organized under the laws of Switzerland, or any successor to substantially all its business.

“Date of Grant” means the date on which all corporate actions necessary to approve the grant of an Award to a Non-Employee Director under the Plan have been completed.

“Director” means a member of the Board.

“Disability” a physical or mental impairment rendering a Non-Employee Director substantially unable to function as a member of the Board, as determined in the sole discretion of the Committee. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A where the payment or settlement of the Award will accelerate upon termination of service as a result of the Non-Employee’s Disability, solely for purposes of determining the timing of payment, no such termination will constitute a Disability for purposes of the Plan or any Award Agreement unless such event also constitutes a “disability” within the meaning of Section 409A.

“Dividend Equivalent” means, with respect to Shares subject to Awards, a right to an amount equal to dividends declared on an equal number of issued and outstanding Shares.

“Effective Date” means the date that the shareholders of the Company approve the Plan, as amended and restated, as submitted to the shareholders of the Company at the shareholder 2017 Annual Meeting.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

“Exercise Period” means the period during which a SAR or Option is exercisable, as set forth in the related Award Agreement.

“Exercise Price” means the price at which a Share may be purchased by a Non-Employee Director pursuant to an Option or SAR, as determined by the Committee and set forth in an Award Agreement. Other than in connection with Substitute Awards, the exercise price per Share shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant of the Option or SAR.

“Fair Market Value” of a Share as of any date means: the average of the highest and lowest sale prices of the Common Stock on the date of determination (or the mean of the closing bid and asked prices for the Common Stock if no sales were reported) as reported by the New York Stock Exchange or other stock exchange on which the Common Stock is listed. If the Common Stock is not listed on a stock exchange, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Section 409A. If the determination date for the Fair Market Value occurs on a weekend, holiday or other non-trading day, the Fair Market Value will be the price as determined above on the immediately preceding trading day, unless otherwise determined by the Committee. The determination of Fair Market Value for purposes of tax withholding may be made in the discretion of the Committee subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes. For purposes of achieving an exemption from Section 409A in the case of affected individuals subject to Section 409A, Fair Market Value shall be determined in a manner consistent with Section 409A.

“Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its Subsidiaries.

“Option” means an option to purchase Shares, granted under Section 7, which is not intended to qualify as an “incentive stock option” under Section 422 of the Code.

“Prior Plan” means the Bunge Limited 2007 Non-Employee Directors Equity Incentive Plan, as amended from time to time.

“Restricted Stock Unit” or “RSU” means a right representing the right to receive Shares or the equivalent thereof in cash, pursuant to Section 6 hereof.

“Retirement” means a Non-Employee Director’s retirement from the Board in accordance with the retirement policy then in effect for Board members.

“Section 409A” means Section 409A of the Code, the corresponding treasury regulations and such other guidance as may be issued from time to time.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor act thereto.

“Share” means a share of Common Stock.

“Stock Appreciation Right” or “SAR” means a right, granted alone or in connection with a related Option, designated as a SAR, to receive a payment on the day the right is exercised, pursuant to Section 7 hereof.

“Subsidiary” means any corporation that is a “subsidiary corporation” of the Company as that term is defined in Section 424(f) of the Code.

“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

“Tax-Related Items” means any U.S. federal, state, and/or local taxes and any taxes imposed by a jurisdiction outside of the United States (including, without limitation, income tax, social insurance contributions, payment on account, employment tax obligations, stamp taxes and any other taxes required by law to be withheld and any employer tax liability for which the Non-Employee Director is liable in connection with an Award granted under the Plan.

Exhibit 99.1

Media Contact:

Bunge News Bureau

Bunge

+1-636-292-3022

news@bunge.com

Investor Contact:

Ruth Ann Wisener

Bunge Limited

+1-636-292-3014

Ruthann.wisener@bunge.com

Bunge Completes Move of Place of Incorporation to Switzerland, Declares Dividend

Company name becomes Bunge Global SA

St. Louis, MO – November 1, 2023 – Bunge (NYSE: BG) said today that it has completed the previously announced move of the place of incorporation of its group holding company to Switzerland from Bermuda. With the redomestication effective, Bunge's group holding company is now a Swiss corporation, Bunge Global SA. Bunge continues to be listed exclusively on the New York Stock Exchange under the ticker symbol “BG,” and Bunge Global SA will continue Bunge’s normal course of global business.

The company also announced that its Board of Directors has declared on October 31, 2023, a cash dividend of $0.6625 per common share. The dividend will be paid out of the Company’s capital contribution reserves and is payable on March 1, 2024, to shareholders of record on February 16, 2024.

About Bunge

At Bunge (NYSE: BG), our purpose is to connect farmers to consumers to deliver essential food, feed and fuel to the world. With more than two centuries of experience, unmatched global scale and deeply rooted relationships, we work to strengthen global food security, increase sustainability where we operate, and help communities prosper. As the world’s leader in oilseed processing and a leading producer and supplier of specialty plant-based oils and fats, we value our partnerships with farmers to bring quality products from where they’re grown to where they’re consumed. At the same time, we collaborate with our customers to develop tailored and innovative solutions to meet evolving dietary needs and trends in every part of the world. Our Company has its registered office in Geneva, Switzerland and its corporate headquarters in St. Louis, Missouri. We have approximately 23,000 dedicated employees working across approximately 300 facilities located in more than 40 countries.

Website Information

We routinely post important information for investors on our website, www.bunge.com, in the "Investors" section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

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