SCHEDULE: Canada Pension Plan Investment Board Becomes Major Shareholder in Bunge Global SA Following Viterra Merger

Canada Pension Plan Investment Board, through its subsidiary CPPIB Monroe Canada, Inc., has acquired a 13.1% stake in Bunge Global SA, along with a significant cash payment, as part of the Viterra business combination.

Summary

• CPPIB Monroe Canada, Inc., an indirect wholly-owned subsidiary of Canada Pension Plan Investment Board (CPPIB Parent), CPP Investment Board Private Holdings (5), Inc., and a direct wholly-owned subsidiary of CPP Investment Board Private Holdings (6), Inc., acquired 26,244,732 Registered Shares of Bunge Global SA.
• The acquisition occurred on July 2, 2025, as part of the Business Combination Agreement dated June 13, 2023, involving Bunge Global SA and Viterra Limited.
• CPPIB Monroe received $716,004,672.13 million in cash from Bunge Global SA on the closing date.
• The 26,244,732 shares represent approximately 13.1% of Bunge Global SA's outstanding Registered Shares, based on 200,042,383 shares outstanding as of July 2, 2025.
• The Reporting Persons acquired these securities for investment purposes as part of their ordinary business and investing activities.
• A Shareholder's Agreement grants CPPIB Monroe the right to nominate two individuals to the Bunge Board if their ownership remains at least 10%, or one individual if ownership is between 5% and 10%.
• Adrian Isman and Anne Jensen, nominated by CPPIB Monroe, were elected to the Bunge Board at the May 15, 2024 Annual General Meeting and appointed on the July 2, 2025 Closing Date.
• A Registration Rights Agreement requires Bunge Global SA to file a registration statement for the resale of CPPIB Monroe's shares and provides customary 'demand' and 'piggyback' registration rights.

Sentiment

Score: 8

Explanation: The document indicates a significant, strategic investment by a major institutional investor (CPPIB) in Bunge Global SA, including board representation and long-term governance rights. This suggests confidence in Bunge's future and strategic alignment, generally viewed positively for the company.

Positives

• CPPIB Monroe Canada, Inc. acquired a significant 13.1% stake in Bunge Global SA, indicating a substantial strategic investment by a major institutional investor.
• The investment includes a cash payment of $716,004,672.13 million to CPPIB Monroe, which was part of the consideration for the Viterra business combination.
• CPPIB Monroe secured board representation with the election of two nominated directors, Adrian Isman and Anne Jensen, providing direct influence over Bunge's corporate activities.
• The Shareholder's Agreement provides CPPIB Monroe with ongoing governance rights, including director nomination, as long as their ownership thresholds are met, ensuring long-term strategic alignment.
• The Registration Rights Agreement facilitates future liquidity for CPPIB Monroe's investment, allowing for potential resale of shares through registered offerings.

Risks

• CPPIB Monroe is subject to customary lockup obligations for one year following the Closing Date, restricting immediate sale of shares.
• There is a prohibition on transfers of shares to Bunge's competitors and activist investors.
• CPPIB Monroe is subject to certain non-solicitation and non-compete obligations until the later of three years following the Closing Date or six months after CPPIB Monroe no longer has a director serving on the Bunge Board.
• A customary 'standstill' agreement prevents CPPIB Monroe from acquiring additional Registered Shares in excess of 19.9% of the total outstanding shares of Bunge Global SA until their beneficial ownership falls below 7%.
• CPPIB Monroe has certain voting commitments in support of recommendations of the Bunge Board, which may limit their independent voting discretion.

Future Outlook

The Reporting Persons intend to continuously monitor and evaluate their investment in Bunge Global SA, regularly reviewing and considering strategies to maximize returns. This includes potentially acquiring additional securities or disposing of existing holdings through various market transactions, subject to market conditions and regulatory approvals. They also plan to engage with Bunge's representatives and other stakeholders to discuss and influence matters related to the company's operations, management, corporate governance, capital structure, and strategic direction, leveraging their board representation and shareholder rights.

Management Comments

• The Reporting Persons acquired the securities of the Issuer for investment purposes as part of their ordinary business and investing activities.
• The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing their return on such investment.
• The Reporting Persons may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise, subject to certain conditions.
• The Reporting Persons intend to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs.
• The Reporting Persons may, at any time, and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and consider or propose one or more actions related to the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction.

Industry Context

This filing reflects a significant strategic investment by a major pension fund in Bunge Global SA, a leading player in the global agribusiness and food processing sector. The acquisition of a substantial stake, coupled with board representation, suggests a long-term commitment and potential influence on Bunge's strategic direction, particularly following its business combination with Viterra. This move aligns with broader trends of consolidation and strategic partnerships within the agricultural commodities industry, as companies seek to enhance scale, efficiency, and market reach.

Management Changes

Corporate Governance

Related Party Transactions

• CPPIB Monroe Canada, Inc. acquired 26,244,732 Registered Shares of Bunge Global SA and received $716,004,672.13 million in cash from Bunge Global SA on July 2, 2025, as part of the Business Combination Agreement with Viterra Limited. This transaction establishes CPPIB Monroe as a significant shareholder and related party.

Stakeholder Impact

• Shareholders: The entry of a major institutional investor like CPPIB, with board representation, can signal long-term stability and strategic alignment, potentially influencing share price positively. The standstill agreement limits CPPIB's ability to acquire more than 19.9% of shares, preventing a hostile takeover.
• Management: CPPIB's board nominees will have influence over corporate activities, potentially shaping strategic direction and operational decisions.
• Employees: No direct impact on employees is mentioned, but strategic shifts influenced by the new major shareholder could indirectly affect workforce planning.
• Customers/Suppliers: No direct impact mentioned, but changes in Bunge's strategic direction due to new board influence could indirectly affect business relationships.
• Creditors: No direct impact mentioned, but a strong, stable shareholder base can be viewed positively by creditors.

Next Steps

• Bunge Global SA is required to file a registration statement with the SEC to register for resale the 26,244,732 Registered Shares held by CPPIB Monroe.
• Bunge Global SA will conduct certain underwritten offerings or facilitate block trade transactions upon the request of CPPIB Monroe, as per the Registration Rights Agreement.
• CPPIB Monroe will continue to monitor and evaluate its investment in Bunge Global SA, potentially acquiring or disposing of shares in the future.
• CPPIB Monroe's nominated directors, Adrian Isman and Anne Jensen, will serve on the Bunge Board until the completion of the 2025 annual general meeting.

Key Dates

Keywords

Bunge Global SA, CPPIB, Canada Pension Plan Investment Board, Viterra, Schedule 13D, Shareholder Agreement, Business Combination, Strategic Investment, Board Representation, Agricultural Commodities, Food Processing, SEC Filing, Institutional Investor