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Bunge Limited 1391 Timberlake Manor Parkway St Notice of Annual General Meeting of Shareholders and 2020 Proxy Statement April 8, 2020 4APR202009512038 Bunge Limited 1391 Timberlake Manor Parkway St. Louis, Missouri 63017 4APR202009512038 U.S.A. April 8, 2020 Dear Shareholder: You are cordially invited to attend our Annual General Meeting of Shareholders, which will be a ‘‘virtual meeting’’ only and will be conducted exclusively online via live audio webcast on Thursday, May 21, 2020 at 3:00 p.m., Central Time. There will be no physical meeting. As part of our effort to maintain a safe and healthy environment at our Annual General Meeting and to protect the well-being of our shareholders, we have closely monitored statements issued by the World Health Organization (who.int) and the Centers for Disease Control and Prevention (cdc.gov) regarding the novel coronavirus disease, COVID-19, and have decided to hold the 2020 Annual General Meeting virtually. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting. You will be able to access the virtual Annual General Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/BG2020 and entering the control number included in your proxy materials or on your proxy card. The proxy statement contains important information about the Annual General Meeting, the proposals we will consider and how you can vote your shares. In 2019, we set an ambitious agenda to position Bunge for the future, and I am pleased with the progress we made. We augmented several key positions with new leaders. We began our shift from a regional to a global operating model and relocated our global headquarters to St. Louis, Missouri to more closely align with commercial activities. After a comprehensive review of our assets, we took several important steps to streamline our portfolio. We improved execution in our operations and adopted appropriate risk management strategies that have increased our ability to quickly adapt to a rapidly changing market. This disciplined focus on optimization, simplification, and commercial speed served us well in 2019 as we successfully navigated extraordinarily volatile and unpredictable markets. Our highly independent Board is committed to effective corporate governance that is responsive to shareholders. In the last two years, we have substantially refreshed our Board with eight highly-qualified new members. This process has resulted in an increase in the depth and scope of qualifications and diversity represented on the Board, and ensures the right balance of business leadership, industry knowledge, and financial acumen in the boardroom. Through a robust outreach program, we engage with our stakeholders to gain valuable insights into the current and emerging issues that matter most to them. We appreciate your support of Bunge, and your vote is very important to us. We encourage you to carefully review the information in the proxy statement as well as our annual report. Please vote as soon as possible to ensure that your vote is represented, regardless of whether you will access the Annual General Meeting. Looking ahead, we have more work to do but are energized by the progress we’ve made. We look forward to leveraging our outstanding team, assets, and global footprint along with our new operating model to create long-term shareholder value. 4APR202004390909 Kathleen Hyle Chair of the Board of Directors Bunge Limited 1391 Timberlake Manor Parkway St. Louis, Missouri 63017 4APR202009512038 U.S.A. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Bunge Limited’s 2020 Annual General Meeting of Shareholders will be held on May 21, 2020 at 3:00 p.m., Central Time, and will be a ‘‘virtual meeting’’ conducted exclusively online via live audio webcast. There will not be a physical meeting. If you are a registered holder of our common shares (i.e., you hold your shares through our transfer agent, Computershare), please follow the instructions included in your proxy materials or on your proxy card to access the Annual General Meeting. If your common shares are held through an intermediary (i.e., brokerage firm, bank or other nominee), you should receive a voting instruction form from your brokerage firm, bank, or other nominee. See ‘‘Questions and Answers about Voting Your Common Shares’’ beginning on page 6 of this proxy statement. At the Annual General Meeting, we will discuss and you will vote on the following proposals: • Proposal 1 — the election of the 11 directors named in the proxy statement to our Board of Directors; • Proposal 2 — the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2020 and the authorization of the Audit Committee of the Board of Directors to determine the independent auditors’ fees; • Proposal 3 — the approval of a non-binding advisory vote on the compensation of our named executive officers; and • Proposal 4 — the approval of an amendment to the Bunge Limited 2016 Equity Incentive Plan to increase the number of authorized shares by 5,100,000 shares. Shareholders will also consider and act on such other matters as may properly come before the meeting or any adjournments or postponements thereof. We will also present at the Annual General Meeting the consolidated financial statements and independent auditors’ reports for the fiscal year ended December 31, 2019, copies of which can be found in our 2019 Annual Report that accompanies this notice. March 26, 2020 is the record date for determining which shareholders are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements. Please read carefully ‘‘Questions and Answers about Voting Your Common Shares’’ beginning on page 6 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting. As always, we encourage you to vote your shares prior to the Annual General Meeting. Your vote is very important. Whether or not you plan to access the Annual General Meeting, please promptly vote by mail, internet or telephone so that your shares will be represented at the meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on May 21, 2020: Our 2020 Proxy Statement is available at www.bunge.com/2020proxy.pdf and our 2019 Annual Report is available at www.bunge.com/2019ar.pdf. By order of the Board of Directors. 4APR202004385351 April 8, 2020 Gregory A. Billhartz Vice President, Deputy General Counsel and Corporate Secretary TABLE OF CONTENTS Proxy Statement Summary 1 Annual General Meeting Information 1 Proposals and Voting Recommendations 1 Director Nominees 2 Key Qualifications and Experience 2 Director Nominees Snapshot 4 Corporate Governance Highlights 4 2019 Financial and Strategic Highlights 5 Executive Compensation Highlights 5 Information about this Proxy Statement and the Annual General Meeting 6 Questions and Answers about Voting Your Common Shares 6 Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card 10 Solicitation of Proxies 10 Corporate Governance 11 Board and Corporate Governance Developments 11 Board Structure and Size 11 Board Tenure and Refreshment 11 Board Independence 11 Board Leadership Structure 12 Board Meetings and Committees 13 Risk Oversight 15 Corporate Governance Guidelines and Code of Conduct 16 Executive Sessions of Our Board 16 Communications with Our Board 16 Board Member Attendance at Annual General Meetings 16 Shareholder Outreach and Engagement 17 Human Capital Management, Talent Development and Succession Planning 17 Sustainability 17 Board and Committee Self-Evaluation Process 18 Nomination of Directors 18 Proposal 1 — Election of Directors 20 Election of Directors 20 Nominees 20 Director Compensation 26 Director Compensation Table 26 Executive Compensation 28 Compensation Discussion and Analysis 28 Human Resources and Compensation Committee Report 52 Compensation and Risk 53 Pay Ratio Disclosure 55 Compensation Tables 57 Share Ownership of Directors, Executive Officers and Principal Shareholders> 74 Audit Committee Report 76 Proposal 2 — Appointment of Independent Auditors and Authorization of the Audit Committee of the Board to Determine the Independent Auditors’ Fees 77 General 77 Fees 77 i Audit Fees 77 Audit-Related Fees 77 Tax Fees 77 All Other Fees 78 Pre-Approval Policies and Procedures 78 Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation 79 Proposal 4 — Approval of an Amendment to Increase the Number of Authorized Shares under the Bunge Limited 2016 Equity Incentive Plan 80 Background 80 Rationale for the Amendment 80 Best Practices in Equity Compensation Governance 81 Historical Burn Rate 81 Dilution and Overhang 81 Stockholder Approval 82 Summary of the 2016 EIP, as Amended by the Amendment 82 Equity Compensation Plan Information 86 Certain Relationships and Related Person Transactions 86 Policy for the Review and Approval of Related Person Transactions 86 Delinquent Section 16(a) Reports 87 Shareholder Proposals for the 2021 Annual General Meeting of Shareholders 87 United States Securities and Exchange Commission Reports 88 Other Matters 88 Appendix A — Categorical Standards Of Director Independence A-1 Appendix B — Bunge Limited 2016 Equity Incentive Plan B-1 ii PROXY STATEMENT SUMMARY This summary highlights certain information contained in this proxy statement. As it is only a summary, please review the entire proxy statement before voting. Annual General Meeting Information • Time and Date: Thursday, May 21, 2020, at 3:00 p.m. Central Time, with log-in beginning at 2:45 p.m. on May 21, 2020. • Location: The Annual General Meeting will be a ‘‘virtual’’ meeting conducted exclusively online via live audio webcast, allowing shareholders to participate in the meeting from any location convenient to them. There will not be a physical meeting. • Record Date: Shareholders of record as of the close of business on March 26, 2020 are entitled to vote.
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