Bunge Global (BG) risk factors, FY2024 10-K

Risks Relating to Our Business and Industries

1. 01Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality and price of agricultural commodities and agricultural commodity products, as well as our operations, supply chains, and operating results
2. 02The ongoing war between Russia and Ukraine may adversely affect our business, financial condition or results of operations
3. 03We divested our Russian operations in February 2023 and we no longer maintain any operations in Russia
4. 04We are subject to fluctuations in agricultural commodity and other raw material prices, energy prices, and other factors outside of our control that could adversely affect our operating results
5. 05Our business is seasonal, and our results may fluctuate depending on the harvest cycle of the crops upon which we rely and seasonal fluctuations related to the sale of our consumer products
6. 06We face intense competition in each of our businesses
7. 07We are vulnerable to the effects of supply and demand imbalances in our industries
8. 08We are subject to global and regional economic downturns and related risks
9. 09We are subject to economic, political, and other risks of doing business globally and in emerging markets
10. 10These risks could adversely affect our operations, business strategies, and operating results
11. 11Additionally, there continues to be a great deal of uncertainty regarding U.S. and global trade policies for companies with
12. 12Government policies and regulations affecting the agricultural sector and related industries could adversely affect our operations and profitability
13. 13We may not realize the anticipated benefits of acquisitions, divestitures, or joint ventures
14. 14We are subject to industry and other risks that could adversely affect our reputation and financial results
15. 15We are subject to numerous laws and regulations globally, which could adversely affect our operating results
16. 16We are a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and grow our business
17. 17Our risk management strategies may not be effective
18. 18The loss of, or a disruption in, our manufacturing and distribution operations or other operations and systems could adversely affect our business
19. 19Our information technology systems, processes and sites may suffer interruptions, security breaches or failures that may adversely affect our ability to conduct our business
20. 20Changes in tax laws or exposure to additional tax liabilities could have a material impact on our financial condition and results of operations
21. 21Our operations are dependent on a wide array of third parties
22. 22Our operations have been and may in the future be adversely impacted as a result of public health crises, pandemics, and epidemics
23. 23We are dependent on our executive management and other key personnel

Risks Relating to the Registered Shares

1. 24The rights of our shareholders are governed by Swiss law, and it may be difficult to enforce judgments against us and our directors and officers
2. 25As a Swiss corporation, our flexibility will be limited with respect to certain aspects of capital management
3. 26rights may be limited or withdrawn only for valid reasons. In connection with share issuances based on the capital band and the conditional share capital, the preemptive rights and the advance subscription rights may only be limited or withdrawn for the reasons specified in the Article of Association
4. 27We may not be able to make distributions or repurchase shares without subjecting you to Swiss withholding tax
5. 28We have anti-takeover provisions in our Articles of Association that may discourage a change of control

Risks Relating to the Pending Viterra Acquisition

1. 29As a result of the Acquisition, our shareholders will have reduced ownership and voting interest in and will exercise less influence over management of the combined company
2. 30Our and Viterra’s business relationships may be subject to disruption due to uncertainty associated with the Acquisition
3. 31Until the completion or termination of the Acquisition, we and Viterra are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us, Viterra and/or our respective shareholders
4. 32Third parties may terminate or alter existing contracts or relationships with us or Viterra
5. 33Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Acquisition
6. 34The Acquisition could be terminated
7. 35Failure to complete the Acquisition could negatively impact our stock price and our future business and financial results
8. 36We and Viterra may have difficulty attracting, motivating and retaining executives and other key employees in light of the Acquisition
9. 37Shareholder lawsuits relating to the Acquisition have been, and may in the future be filed against us, which could result in substantial costs and may delay or prevent the Acquisition from being completed
10. 38The incurrence of debt to fund the pending acquisition of Viterra may impact our financial position and subject us to additional financial and operating restrictions
11. 39We have incurred and will continue to incur significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed
12. 40If our due diligence investigation of Viterra was inadequate or if risks related to Viterra’s business materialize, it could have a material adverse effect on our shareholders’ investment

Risks Relating to the Combined Company

1. 41After completion of the Acquisition, we may fail to realize the anticipated benefits of the Acquisition, which could adversely affect the value of registered shares
2. 42We have incurred, and will continue to incur significant integration-related costs in connection with the Acquisition and we may not be able to obtain the anticipated synergies of the combined company
3. 43The market price for registered shares of the combined company following the completion of the Acquisition may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the registered shares
4. 44Certain Sellers will be able to exercise influence over the composition of the Board, matters subject to shareholder approval and/or our operations