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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ

 

Definitive Proxy Statement

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Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

BUNGE LIMITED

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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Notice of
Annual General Meeting
of Shareholders and
2014 Proxy Statement

 

 


 

 

April 11, 2014

GRAPHIC

   


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LOGO

Bunge Limited
50 Main Street
White Plains, New York 10606
U.S.A.

April 11, 2014

Dear Shareholder:

              You are cordially invited to attend our Annual General Meeting of Shareholders, which will be held on Friday, May 23, 2014 at 10:00 a.m., Eastern time, at the Sofitel Hotel, 45 West 44th Street, in New York City. The proxy statement contains important information about the Annual General Meeting, the proposals we will consider and how you can vote your shares.

              The past year has been an important one for Bunge and our shareholders. The Board, together with management, successfully implemented and completed a CEO transition. Last June, our current CEO, Soren Schroder, succeeded long-time CEO Alberto Weisser. As part of the succession plan and our ongoing commitment to strong governance practices, the Board also separated the roles of CEO and Chairman.

              Further demonstrating our commitment to leading corporate governance practices, during 2013 we embarked on an extensive shareholder outreach initiative to build on our history of engagement with shareholders. The feedback we received from shareholders during this outreach was tremendously valuable. As a result of this feedback and the Compensation Committee's regular review of the alignment between company strategy and management incentives, the Compensation Committee made a number of changes to Bunge's executive compensation program. These changes strengthen the linkage between executive compensation and performance and will serve to align our incentive programs even more closely with the interests of our shareholders.

              We view our proxy statement as an important piece of our shareholder communications initiative. In particular, we have redesigned the Compensation Discussion and Analysis section to include additional disclosures that make it easier to read and understand. We encourage you to carefully review the information in the proxy statement as well as our annual report.

              Your vote is very important to us. We encourage you to vote as soon as possible, regardless of whether you will attend the Annual General Meeting. This will help us ensure that your vote is represented at the Annual General Meeting.

              As we look ahead, we are excited about the tremendous value creation opportunities in front of us as our dedicated management team continues to execute on our business strategy. On behalf of the Board of Directors and the management of Bunge, I extend our appreciation for your investment in Bunge. We look forward to seeing you at the Annual General Meeting.

   
GRAPHIC
    L. Patrick Lupo
Chairman of the Board of Directors

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LOGO

Bunge Limited
50 Main Street
White Plains, New York 10606
U.S.A.

April 11, 2014

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

              Bunge Limited's 2014 Annual General Meeting of Shareholders will be held on May 23, 2014 at 10:00 a.m., Eastern time, at the Sofitel Hotel, 45 West 44th Street, in New York City. At the Annual General Meeting, we will discuss and you will vote on the following proposals:

              Shareholders will also consider and act on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

              These matters are more fully described in the enclosed proxy statement. We will also present at the Annual General Meeting the consolidated financial statements and independent auditors' reports for the fiscal year ended December 31, 2013, copies of which can be found in our 2013 Annual Report that accompanies this notice.

              March 28, 2014 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. The share register will not be closed between the record date and the date of the Annual General Meeting.

              Your vote is very important. Whether or not you plan to attend the Annual General Meeting in person, please promptly vote by mail, Internet or telephone so that your shares will be represented at the Annual General Meeting.

              You will be required to bring certain documents with you to be admitted to the Annual General Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual General Meeting to ensure that you comply with these requirements.

              By order of the Board of Directors.

   
SIGNATURE
    Frank R. Jimenez
Secretary

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  Page

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING

  1

Questions and Answers about Voting Your Common Shares

  1

Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

  6

Solicitation of Proxies

  7

CORPORATE GOVERNANCE

 
8

Chief Executive Officer and Board Leadership Transition

  8

Board Composition and Independence

  8

Board Leadership Structure

  9

Board Meetings and Committees

  9

Risk Oversight

  11

Corporate Governance Guidelines and Code of Ethics

  12

Executive Sessions of Our Board

  12

Communications with Our Board

  12

Nomination of Directors

  13

PROPOSAL 1 — ELECTION OF DIRECTORS

 
15

Election of Directors

  15

Class III Nominees

  15

Class II Directors with Terms Expiring in 2015

  17

Class I Directors with Terms Expiring in 2016

  18

DIRECTOR COMPENSATION

 
21

Director Compensation Table

  21

EXECUTIVE COMPENSATION

 
24

Compensation Discussion and Analysis

  24

Compensation Committee Report

  45

Compensation and Risk

  45

Summary Compensation Table

  48

Grants of Plan-Based Awards Table

  49

Outstanding Equity Awards Table

  50

Option Exercises and Stock Vested Table

  52

Pension Benefits Table

  53

Retirement Plan Benefits

  53

Nonqualified Deferred Compensation Table

  56

Potential Payments Upon Termination of Employment or Change of Control

  57

SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS

 
64

AUDIT COMMITTEE REPORT

 
65

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PROPOSAL 2 — APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS' FEES

  66

General

  66

Fees

  66

Audit Fees

  66

Audit-Related Fees

  66

Tax Fees

  67

All Other Fees

  67

Pre-Approval Policies and Procedures

  67

PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

 
68

PROPOSAL 4 — RE-APPROVAL OF PERFORMANCE GOALS UNDER THE BUNGE LIMITED 2009 EQUITY INCENTIVE PLAN

 
69

Introduction

  69

Summary of Plan

  70

U.S. Federal Income Tax Consequences

  73

EQUITY COMPENSATION PLAN INFORMATION

 
74

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 
75

Loans to Directors and Executive Officers

  75

Transactions with Mutual Investment Limited and its Subsidiaries

  75

Other Relationships

  75

Policy for the Review and Approval of Related Person Transactions

  75

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 
76

SHAREHOLDER PROPOSALS FOR THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 
76

DIRECTIONS TO ANNUAL GENERAL MEETING

 
77

UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS

 
77

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

 
77

OTHER MATTERS

 
77

APPENDIX A — CORPORATE GOVERNANCE GUIDELINES

 
A-1

APPENDIX B — THE BUNGE LIMITED 2009 EQUITY COMPENSATION PLAN

 
B-1

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INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING


Questions and Answers about Voting Your Common Shares

Why did I receive this Proxy Statement?

  Bunge Limited ("Bunge" or the "Company") has furnished these proxy materials to you because Bunge's Board of Directors is soliciting your proxy to vote at the Annual General Meeting of Shareholders on May 23, 2014 (the "Annual General Meeting"). This proxy statement contains information about the items being voted on at the Annual General Meeting and important information about Bunge. Bunge's 2013 Annual Report, which includes Bunge's 2013 Annual Report on Form 10-K, is also being furnished together with this proxy statement. If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual General Meeting. Bunge is making its proxy materials first available to shareholders on or about April 11, 2014.

 

Bunge has sent these materials to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders of record" or "registered holders") as of the close of business on March 28, 2014, the record date for the Annual General Meeting.

 

Bunge has requested that banks, brokerage firms and other nominees who hold Bunge common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on March 28, 2014 forward either a Notice (defined below) or a printed copy of these materials, together with a proxy card or voting instruction form, to those beneficial shareholders. Bunge has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

 

Finally, Bunge has provided for these materials to be sent to persons who have interests in Bunge common shares through participation in the Company share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan and the Bunge Savings Plan—Supplement A. Although these persons are not eligible to vote directly at the Annual General Meeting, they may, however, instruct the trustees of the plans on how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. If you do not provide voting instructions for shares held for you in any of these plans, the trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.

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Shareholders who owned our common shares as of the close of business on the record date for the Annual General Meeting are entitled to attend and vote at the Annual General Meeting and adjournments or postponements of the Annual General Meeting. A poll will be taken on each proposal to be put to the Annual General Meeting.

What is Notice and Access and why did Bunge elect to use it?

 

As permitted by regulations of the Securities and Exchange Commission, Notice and Access provides companies with the ability to make proxy materials available to shareholders electronically via the Internet. Bunge has elected to provide many of our shareholders with a Notice of Internet Availability of Proxy Materials ("Notice") instead of receiving a full set of printed proxy materials in the mail. The Notice is a document that provides instructions regarding how to:

 

view our proxy materials on the Internet;

 

vote your shares; and

 

request printed copies of these materials, including the proxy card or voting instruction form.

 

On or about April 11, 2014, we began mailing the Notice to certain beneficial shareholders and posted our proxy materials on the website referenced in the Notice. See "Notice of Internet Availability of Proxy Materials" in this proxy statement for more information about where to view our proxy materials on the Internet.

 

As more fully described in the Notice, shareholders who received the Notice may choose to access our proxy materials on the website referenced in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The selected delivery choice will remain in effect until changed by the shareholder. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials by email unless you elect otherwise.

How many votes do I have?

 

Every holder of a common share will be entitled to one vote per share for the election of each director and to one vote per share on each other matter presented at the Annual General Meeting. On March 28, 2014, there were 147,132,906 common shares issued and outstanding and entitled to vote at the Annual General Meeting.

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What proposals are being presented at the Annual General Meeting?

 

Bunge intends to present proposals numbered one through four for shareholder consideration and voting at the Annual General Meeting. These proposals are:

 

the election of the three directors named in this proxy statement;

 

the appointment of Deloitte & Touche LLP as our independent auditors and authorization of the Audit Committee of the Board to determine the auditors' fees;

 

the approval of a non-binding advisory vote on the compensation of our named executive officers; and

 

the re-approval of the performance goals for the Bunge Limited 2009 Equity Incentive Plan.

 

Other than the matters set forth in this proxy statement and matters incidental to the conduct of the Annual General Meeting, Bunge does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.

How do I attend the Annual General Meeting?

 

For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card, as well as a form of photo identification, to the shareholders' check-in area, where their ownership will be verified. Those who have beneficial ownership of common shares held by a bank, brokerage firm or other nominee must bring account statements or letters from their banks or brokers showing that they own Bunge common shares, together with a form of photo identification. Registration will begin at 9:00 a.m., EDT, and the Annual General Meeting will begin at 10:00 a.m., EDT.

How do I vote?

 

You can exercise your vote in the following ways:

 

By Telephone or the Internet: If you are a shareholder of record, you may appoint your proxy by telephone, or electronically through the Internet, by following the instructions on your proxy card. If you are a beneficial shareholder, please follow the instructions on your Notice or voting instruction form.

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By Mail: If you are a shareholder of record, you can appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you are a beneficial shareholder and received or requested printed copies of the proxy materials, you can vote by following the instructions on your voting instruction form.

 

At the Annual General Meeting: If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a ballot at the meeting. Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares. You must bring this additional proxy to the Annual General Meeting.

 

Your vote is very important. Even if you plan to be present at the Annual General Meeting, we encourage you to vote as soon as possible.

What if I return my proxy card but do not mark it to show how I am voting?

 

If you sign and return your proxy card or voting instruction form but do not indicate instructions for voting, your common shares will be voted "FOR" each of proposals 1, 2, 3 and 4. With respect to any other matter which may properly come before the Annual General Meeting, your common shares will be voted at the discretion of the proxy holders.

May I change or revoke my proxy?

 

You may change or revoke your proxy at any time before it is exercised in one of four ways:

 

Notify our Secretary in writing at the address provided below before the Annual General Meeting that you are revoking your proxy;

 

Use the telephone or the Internet to change your proxy;

 

Submit another proxy card (or voting instruction form if you hold your common shares in street name) with a later date; or

 

If you are a holder of record, or a beneficial holder with a proxy from the holder of record, vote in person at the Annual General Meeting.

 

You may not revoke a proxy simply by attending the Annual General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Secretary at 50 Main Street, White Plains, New York 10606, U.S.A., or by facsimile to (914) 684-3497.

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What does it mean if I receive more than one Notice or set of proxy materials?

 

It means that you have multiple accounts at the transfer agent and/or with banks and stock brokers. Please vote all of your common shares. Beneficial shareholders sharing an address who are receiving multiple Notices or copies of proxy materials will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Bunge's common shares, your broker, bank or other nominee may deliver only one copy of the Notice or proxy materials to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. Bunge will deliver promptly, upon written or oral request, a separate copy of the Notice, proxy statement or 2013 Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate copy of these documents should submit their request to Bunge's Investor Relations department by telephone at (914) 684-2800 or by submitting a written request to 50 Main Street, White Plains, New York 10606, U.S.A., Attention: Investor Relations.

Can I receive future proxy materials electronically?

 

Shareholders can help us conserve natural resources and reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future mailings electronically. To enroll, please visit our website at www.bunge.com, click on the "Investors—Shareholder Info & Services—Electronic Delivery Enrollment" links and follow the instructions provided.

What constitutes a quorum?

 

The presence at the start of the Annual General Meeting of at least two persons representing, in person or by proxy, more than one-half of our outstanding common shares will constitute a quorum for the transaction of business.

What vote is required in order to approve each proposal?

 

The affirmative vote of a majority of the votes cast is required to elect each of the nominees for director (Proposal 1), to appoint our independent auditors (Proposal 2) and to re-approve the performance goals for the Bunge Limited 2009 Equity Incentive Plan (Proposal 4).

 

As this is an uncontested election, any nominee for director who receives a greater number of votes "against" his or her election than votes "for" such election will not be elected to the Board and the position on the Board that would have been filled by the director nominee will become vacant.

 

The affirmative vote of a majority of the votes cast is also required to adopt the non-binding resolution approving the compensation of our named executive officers (Proposal 3).

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Proposal 3 is an advisory vote only and, as discussed in more detail in "Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation," the voting result is not binding on us. However, although the advisory vote on Proposal 3 is non-binding, our Board will review the results of the vote and will take them into account in considering the compensation of our executive officers.

 

Pursuant to Bermuda law, (i) common shares which are represented by "broker non-votes" (i.e., common shares held by brokers which are represented at the Annual General Meeting but with respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Annual General Meeting which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.

 

Under the rules of the New York Stock Exchange ("NYSE"), if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your common shares in connection with Proposals 1, 3 and 4. Accordingly, if your common shares are held in street name and you do not submit voting instructions to your broker, your common shares will be treated as broker non-votes for these proposals and will not be counted in determining the outcome but will be counted for quorum purposes.

How will voting on any other business be conducted?

 

Other than the matters set forth in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is properly proposed and presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at the discretion of the proxy holders.

Who will count the votes?

 

Computershare Investor Services, LLC will act as the inspector of election and will tabulate the votes.


Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

              Bunge shareholders should complete and return the proxy card as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by us no later than 11:59 p.m., EDT, on May 22, 2014. If you appoint your proxy by telephone or the Internet, we must receive your appointment no later than 11:59 p.m., EDT, on May 22, 2014. If you participate in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan or the Bunge Savings Plan—Supplement A, you must also submit your voting instructions by this deadline in order to allow the plan trustees time to receive your voting instructions and vote on behalf of the plans. If your common shares are held in street name and you are voting by mail, you should return your voting instruction form in accordance with the instructions on that form or as provided by the bank, brokerage firm or other nominee who holds Bunge common shares on your behalf.

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Solicitation of Proxies

              We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of proxy materials and the Notice. We will furnish copies of these proxy materials to banks, brokers, fiduciaries and custodians holding shares in their names on behalf of beneficial owners so that they may forward these proxy materials to our beneficial owners.

              We have retained Innisfree M&A Incorporated to assist us in the distribution of the proxy materials and to act as proxy solicitor for the Annual General Meeting for a fee of $12,500 plus reasonable out-of-pocket expenses. In addition, we may supplement the original solicitation of proxies by mail with solicitation by telephone, telegram and other means by our directors, officers and/or other employees. We will not pay any additional compensation to these individuals for any such services.

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CORPORATE GOVERNANCE

Chief Executive Officer and Board Leadership Transition

              In February 2013, the Company announced the transition of Alberto Weisser from Chairman and Chief Executive Officer ("CEO") to Executive Chairman, and the appointment of Soren Schroder as CEO of the Company effective June 1, 2013. Mr. Schroder was elected to the Board at the Company's Annual General Meeting of Shareholders in 2013. Mr. Weisser served as Executive Chairman through December 31, 2013, at which time he retired from the Company and stepped down from the Board. The Board appointed L. Patrick Lupo, who chairs the Compensation Committee and had previously served as Lead Independent Director, to serve as non-executive Chairman effective January 1, 2014.


Board Composition and Independence

              Our Board currently consists of 11 directors and is divided into three classes that are, as nearly as possible, of equal number. Each class of directors is elected for a three-year term of office, and the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Bunge's bye-laws provide that no more than two directors may be employed by Bunge or any company or entity which is controlled by Bunge.

              The Board is composed of a substantial majority of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, a director must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The Board annually reviews commercial and other relationships between directors or members of their immediate families and Bunge, including those reported below and under "Certain Relationships and Related Person Transactions," in order to make a determination regarding the independence of each director. To assist it in making these determinations, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Guidelines, which are included as Appendix A to this proxy statement and are also available through the "Investors—Corporate Governance" section of our website, www.bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.

              As a result of this review, the Board has determined that the following directors are independent: Messrs. Bachrach, Boilini, Coppinger, de La Tour d'Auvergne Lauraguais, Engels, Ferrier and Lupo and Mses. Browner and Hyle. In making its independence determinations, the Board broadly considers all relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. Mr. Schroder is not considered an independent director due to his position as an executive officer of Bunge. As previously announced, Mr. James T. Hackett has decided not to stand for re-election to the Board at the Annual General Meeting. Our Board had previously determined that Mr. Hackett was independent.

              The following table includes a description of categories or types of transactions or relationships considered by the Board in reaching its determination that the above-mentioned directors are independent:

Name   Transactions/Relationships
Bernard de La Tour d'Auvergne Lauraguais   Charitable organization relationships

              In determining the independence of these directors, the Board considered transactions during 2013 between Bunge and a charitable organization with which an immediate family member of Mr. de

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La Tour d'Auvergne Lauraguais is affiliated as a director, and determined that Mr. de La Tour d'Auvergne Lauraguais did not have a material direct or indirect interest in the transactions. The Board also considered that Bunge made donations in 2013 to the same charitable organization and determined that the amount of the charitable contributions fell below the thresholds in Bunge's categorical standards of director independence. Additionally, the Board considered the transactions with Mutual Investment Limited described under "Certain Relationships and Related Person Transactions" and determined these relationships do not impair the independence of Messrs. de La Tour d'Auvergne Lauraguais, Coppinger and Engels.


Board Leadership Structure

              The Board's leadership structure has evolved over the past year with the separation of the Chairman and CEO roles in June 2013 and appointment of L. Patrick Lupo as the Company's independent, non-executive Chairman of the Board effective January 1, 2014. Through the appointment of a non-executive Chairman, the Board has further strengthened its independent leadership, which the Board believes is a critical aspect of effective governance at this time. Our Board is characterized by a substantial majority of independent directors and Board committees that are comprised entirely of independent directors. As a result, independent directors oversee critical matters, including the integrity of our financial statements, the evaluation and compensation of executive management, the selection of directors, Board performance and our risk management practices.


Board Meetings and Committees

              The Board normally has five regularly scheduled meetings per year and committee meetings are normally held in conjunction with Board meetings. Our Board met 11 times in 2013. All incumbent directors attended at least 75% of the combined Board and committee meetings on which they served during the last fiscal year.

              Our bye-laws give our Board the authority to delegate its powers to committees appointed by the Board. We have four standing Board committees: the Audit Committee, the Compensation Committee, the Finance and Risk Policy Committee and the Corporate Governance and Nominations Committee, each comprised entirely of directors determined to be independent under the listing standards of the NYSE and our Board's categorical standards of director independence. Each of these committees is authorized and assured of appropriate funding to retain and consult with external advisors and counsel. Our committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our bye-laws and the terms of their respective committee charters. Each committee has the power under its charter to sub-delegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of all our committee charters are available on our website, www.bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.

              Audit Committee.    Pursuant to its charter, our Audit Committee assists the Board in fulfilling its responsibility for oversight of:

Please see the Audit Committee Report included in this proxy statement for information about our 2013 fiscal year audit. The Audit Committee met 13 times in 2013. The Audit Committee meets

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separately with our independent auditor and also in executive sessions with members of management and our director of internal audit from time to time as deemed appropriate by the committee. Additionally, the Audit Committee periodically meets in executive sessions at which only the Audit Committee members are in attendance, without any members of our management present. The members of our Audit Committee are Messrs. Boilini, Coppinger and Engels and Mses. Browner and Hyle (chairman). Each of the members of the Audit Committee is independent under the Sarbanes-Oxley Act of 2002 and the listing standards of the NYSE. Our Board has determined that each of Mr. Boilini, Mr. Engels and Ms. Hyle qualifies as an audit committee financial expert. In accordance with our Audit Committee charter, no committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approval of the Board.

              Compensation Committee.    Our Compensation Committee designs, reviews and oversees Bunge's executive compensation program. Under its charter, the committee, among other things:

              Pursuant to its charter, the Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Compensation Committee has sole authority to retain or terminate any such compensation consultants or advisors and to approve their fees. For additional information on the Compensation Committee's role, its use of outside advisors and their roles, as well as the committee's processes and procedures for the consideration and determination of executive compensation, see "Executive Compensation—Compensation Discussion and Analysis" beginning on page 24 of this proxy statement.

              The Compensation Committee met nine times in 2013. The members of our Compensation Committee are Messrs. Bachrach, de La Tour D'Auvergne Lauraguais, Ferrier, Hackett and Lupo (chairman). Each of the members of the Compensation Committee is independent under the listing standards of the NYSE.

              Corporate Governance and Nominations Committee.    Our Corporate Governance and Nominations Committee is responsible for, among other things:

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              The Corporate Governance and Nominations Committee met five times in 2013. The members of our Corporate Governance and Nominations Committee are Messrs. Bachrach, Coppinger, Hackett (chairman) and Lupo and Ms. Browner. Each of the members of the Corporate Governance and Nominations Committee is independent under the listing standards of the NYSE.

              Finance and Risk Policy Committee.    Our Finance and Risk Policy Committee ("FRPC") is responsible for supervising the quality and integrity of our financial and risk management practices. As further described below, the FRPC reviews and updates our risk management policies and risk limits on a periodic basis and advises our Board on financial and risk management practices. The FRPC met five times in 2013. The members of the FRPC are Messrs. Boilini (chairman), de La Tour d'Auvergne Lauraguais, Engels and Ferrier and Ms. Hyle.


Risk Oversight

              Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. For the Board, fundamental aspects of its risk management oversight activities include:

              Our Board has considered the most effective organizational structure to appropriately oversee major risks for our Company. It has established a dedicated Board committee, the FRPC, which enables greater focus at the Board level on risk oversight tailored to our business and industries. The FRPC has responsibility for oversight of the quality and integrity of our financial and risk management practices, which includes oversight of the following key risk areas: commodities risk, foreign exchange risk, interest rate and liquidity risk, credit and counterparty risk, country risk, derivatives risk, capital structure and approval of corporate risk policies and limits associated with the Company's risk appetite. The FRPC meets regularly with our CEO, Chief Financial Officer, chief risk officer, treasurer and other members of senior management to receive regular updates on our risk profile and risk management activities.

              Additionally, each of our other Board committees considers risks within its area of responsibility. Our Audit Committee focuses on various aspects of risk oversight, including the financial reporting process, adequacy of our internal controls and the impact of risk and risk management strategies on our financial statements. The Audit Committee receives an annual risk assessment briefing from our director of internal audit, as well as periodic update briefings, and reviews and approves the annual internal audit plan that is designed to prioritize and address the identified risks. The Audit Committee also reviews key risk considerations relating to the annual audit with our independent auditors. The Audit Committee also assists the Board in fulfilling its oversight responsibility with

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respect to legal and compliance matters, including meeting with and receiving periodic briefings from our general counsel and chief compliance officer. In developing and overseeing our compensation programs, the Compensation Committee seeks to create incentives that are appropriately balanced and do not motivate employees to take imprudent risks. See "Compensation and Risk" on page 45 of this proxy statement for more information. Our Corporate Governance and Nominations Committee oversees risks related to the Company's governance structure and processes. This includes its role in identifying individuals qualified to serve as Board members, and its leadership of the annual Board self-assessment process that is aimed at ensuring that the Board is functioning effectively and is able to meet all of its responsibilities, including risk oversight.

              All of our Board committees regularly report on their activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.


Corporate Governance Guidelines and Code of Ethics

              Our Board has adopted Corporate Governance Guidelines that set forth our corporate governance objectives and policies and, subject to our bye-laws, govern the functioning of the Board. Our Corporate Governance Guidelines are included as Appendix A to this proxy statement and are also available on our website, www.bunge.com.

              We also have a code of ethics that sets forth our commitment to ethical business practices. Our code of ethics applies to our directors, officers and employees worldwide, including our CEO and senior financial officers. Our code of ethics is available on our website. We intend to post amendments to and waivers (to the extent applicable to certain officers and our directors) of our code of ethics on our website.


Executive Sessions of Our Board

              Our Corporate Governance Guidelines provide that the non-management directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board has adopted a policy that the non-management directors will meet without management present at each regularly scheduled Board meeting. Our non-executive Chairman presides over these sessions.


Communications with Our Board

              To facilitate the ability of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors, the Board has established a physical mailing address to which such communications may be sent. This physical mailing address is available on our website, www.bunge.com, through the "Investors—Corporate Governance" section.

              Communications received are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, items of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioning of the Board or Bunge. All other communications are forwarded to the relevant director, if addressed to an individual director or a committee chairman, or to the members of the Corporate Governance and Nominations Committee if no particular addressee is specified.

              In addition, it is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2013, all of our then-serving directors attended our Annual General Meeting.

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Nomination of Directors

              As provided in its charter, the Corporate Governance and Nominations Committee will identify and recommend to the Board nominees for election or re-election to the Board and will consider nominees submitted by shareholders. The Corporate Governance and Nominations Committee, in its commitment to our Corporate Governance Guidelines, strives to nominate director candidates who exhibit high standards of ethics, integrity, commitment and accountability and who are committed to promoting the long-term interests of our shareholders. In addition, all nominations attempt to ensure that the Board shall encompass a range of talent, skill and relevant expertise sufficient to provide sound guidance with respect to our operations and interests. The committee strives to recommend candidates who complement the current members of the Board and other proposed nominees so as to further the objective of having a Board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees. In that regard, from time to time, the Corporate Governance and Nominations Committee may identify certain skills or attributes (e.g., extensive global business leadership experience) as being particularly desirable to help meet specific Board needs that have arisen. When the Corporate Governance and Nominations Committee reviews a potential new candidate, it looks specifically at the candidate's qualifications in light of the needs of the Board at that time given the then-current mix of director attributes.

              Under the Corporate Governance Guidelines, directors must inform the Chairman of the Board and the Chairman of the Corporate Governance and Nominations Committee in advance of accepting an invitation to serve on another public company board. In addition, no director may sit on the board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business. While the Board has not established any term limits to an individual's membership on the Board, no director having attained the age of 70 will be nominated by the Board for re-election or re-appointment to the Board. Directors eligible for re-election abstain from Board discussions regarding their nomination and from voting on such nomination.

              In accordance with our bye-laws, shareholders who wish to propose a director nominee must give written notice to our Secretary at our registered address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, not later than 120 days before the first anniversary of the date on which Bunge's proxy statement was distributed to shareholders in connection with the prior year's annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than 30 days from the date contemplated in the prior year's proxy statement, the notice must be given before the later of (i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the actual date of the annual general meeting. Where directors are to be elected at a special general meeting, such notice must be given before the later of (i) 120 days before the date of the special general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the date of the special general meeting. In each case, the notice must include, as to each person the shareholder proposes to nominate for election or re-election as director, all information relating to that person required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which includes such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and evidence satisfactory to Bunge that such nominee has no interests that would limit such nominee's ability to fulfill their duties of office. Bunge may require any nominee to furnish such other information as reasonably may be required by Bunge to determine the eligibility of such nominee to serve as a director. A shareholder may propose a director nominee to be considered by our shareholders at the annual general meeting provided that the notice provisions in our bye-laws as set forth above are met, even if such director nominee is not nominated by the Corporate Governance and Nominations Committee. A shareholder may also recommend director candidates for consideration by the Corporate

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Governance and Nominations Committee at any time. Any such recommendations should include the nominee's name and qualifications for Board membership.

              In connection with the director nominations process, the Corporate Governance and Nominations Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and has also engaged professional search firms to assist in identifying or evaluating qualified candidates. Ms. Browner, who joined the Board in August 2013, was initially identified as a potential director candidate by a search firm retained by the Corporate Governance and Nominations Committee. The Corporate Governance and Nominations Committee will review and evaluate candidates taking into account available information concerning the candidate, the qualifications for Board membership described above and other factors that it deems relevant. In conducting its review and evaluation, the Committee may solicit the views of other members of the Board, senior management and third parties, conduct interviews of proposed candidates and request that candidates meet with other members of the Board. The Committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by other persons. The Corporate Governance and Nominations Committee has not received any nominations for director from shareholders for the Annual General Meeting.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Election of Directors

              Upon the recommendation of the Corporate Governance and Nominations Committee, each of Mr. Bachrach, Mr. Boilini and Ms. Browner has been nominated by the Board for election at the Annual General Meeting. Mr. Bachrach, Mr. Boilini and Ms. Browner are currently Class III directors, and their terms expire on the day of the Annual General Meeting. James T. Hackett is not standing for reelection at the Annual General Meeting and will step down from the Board when his current term expires on the date of the Annual General Meeting, at which point the size of the Board will be reduced to 10 members. The Class III directors elected at the Annual General Meeting will serve a term that expires at our 2017 Annual General Meeting. Election of each director requires the affirmative vote of a majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy.

              The Board believes that its members possess a variety of skills, qualifications and experience that contribute to the Board's ability to oversee our operations and the growth of our business. The following paragraphs set forth information about the nominees and our directors, including the classes into which they have been divided. The nominees for election at the Annual General Meeting are listed first. We are not aware of any reason why any of the nominees will not be able to serve if elected.


Class III Nominees


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  Ernest G. Bachrach, 61

Mr. Bachrach has been a member of our Board since 2001. He is a member of the board of directors of Advent International Corporation, a private equity firm. He has been with Advent since 1990. Prior to joining Advent, Mr. Bachrach was Senior Partner, European Investments, for Morningside Group, a private investment group. Mr. Bachrach also serves as a member of the boards of directors of Grupo Gayosso, S.A. de C.V., Controladora Milano S.A. de C.V., Dufry AG, International Meal Company Holdings Ltd. and Nuevo Banco Comercial S.A. He has a B.S. in Chemical Engineering from Lehigh University and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Bachrach also serves on the Board of Governors of the Lauder Institute of the Wharton School of the University of Pennsylvania. Mr. Bachrach's skills and experience as a senior leader of a private equity firm provide our Board with knowledge of financial markets, financial and business analysis, mergers and acquisitions and business development. He brings to the Board international business and board experience and also qualifies as an audit committee financial expert.

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Enrique H. Boilini, 52

Mr. Boilini has been a member of our Board since 2001. He has been a Managing Member at Yellow Jersey Capital, LLC, an investment management company, since September 2002. Prior to establishing Yellow Jersey Capital, Mr. Boilini was a Managing Member of Farallon Capital Management, LLC and Farallon Partners, LLC, two investment management companies, since October 1996. Mr. Boilini joined Farallon in March 1995 as a Managing Director. Prior to that time, Mr. Boilini also worked at Metallgesellschaft Corporation, as the head trader of emerging market debt and equity securities, and also served as a Vice President at The First Boston Corporation, where he was responsible for that company's activities in Argentina. Mr. Boilini is a member of the Board of Sociedad Comercial del Plata S.A. He has also served as a member of the board of Alpargatas SAIC and as a Managing Director and member of the board of Sovereign Debt Solutions Limited, an entity that acted as negotiating team for the Argentine Bond Restructuring Agency PLC (ABRA). He is also a visiting professor at IAE Business School at Universidad Austral in Buenos Aires. Mr. Boilini received an M.B.A. from Columbia Business School in 1988 and a Civil Engineering degree from the University of Buenos Aires School of Engineering. Mr. Boilini brings to the Board significant financial and capital markets acumen, including knowledge with respect to derivatives. He brings international board and business experience to the Board and also qualifies as an audit committee financial expert.


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Carol M. Browner, 56

Ms. Browner has been a member of our Board since August 2013. She is a senior counselor at Albright Stonebridge Group, a global advisory firm that provides strategic counsel to businesses on government relations, macroeconomic and political risks, regulatory issues, market entry strategies, and environmental, social and corporate governance issues. From 2009 to 2011, she served as Assistant to President Barack Obama and director of the White House Office of Energy and Climate Change Policy. From 2001 to 2008, Ms. Browner was a founding principal of the Albright Group and Albright Capital Management LLC. Previously, she served as Administrator of the Environmental Protection Agency from 1993 to 2001. Ms. Browner serves as a distinguished senior fellow at the Center for American Progress. She is a member of the boards of The Spectrum Solutions Company and the League of Conservation Voters, as well as the advisory boards of Harvest Power and Opower. She holds a J.D. and B.A. from the University of Florida. Ms. Browner brings to the Board significant experience in energy, the environment and agriculture and in advising large, complex organizations in both the public and private sectors.

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Class II Directors with Terms Expiring in 2015


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  Francis Coppinger, 63

Mr. Coppinger has been a member of our Board since 2001. Until March 2006, he was Chief Executive Officer of Publicité Internationale Intermedia Plc (PII), a joint venture he established with the Michelin Group in December 1992 which coordinates the media activities of the Michelin Group in Europe. Mr. Coppinger sold his interest in PII to the Michelin Group in January 2006. Prior to his career with PII, Mr. Coppinger held a number of senior executive positions, including General Manager and Chairman, with Intermedia S.A., a media buying agency based in Paris. He is a member of the board of directors of Intermedia. Since 2010, he has served on the board of Mutual Investment Limited. Mr. Coppinger holds a Bachelor's degree in Economics from the University of Paris and attended the Institut d'Etudes Politiques de Paris. Having founded a media company, he brings an entrepreneurial perspective to the Board, as well as marketing and strategic expertise. Mr. Coppinger also brings an international business and board perspective to the Board.


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Andrew Ferrier, 55

Mr. Ferrier has been a member of our Board since 2012. He is Executive Chairman of Canz Capital Limited, a private investment company he founded in 2011. He served as Chief Executive Officer of Fonterra Co-operative Group Ltd., a leading New Zealand-based international dairy company, from 2003 to 2011. Previously, he served as President and Chief Executive Officer of GSW Inc., a Canadian consumer durable goods manufacturer, from 2000 to 2003. Prior to 2000, Mr. Ferrier spent 16 years in the sugar industry working in Canada, the United States, the United Kingdom and Mexico. Five of those years, from 1994 to 1999, were at Tate & Lyle, where he ultimately served as President and Chief Executive Officer of Tate & Lyle North America Sugars Inc. Mr. Ferrier has served as Chairman of New Zealand Trade and Enterprise, the national economic development agency, since November 2012. He also serves as a director of Orion Health Limited and Lufa Farms Inc., and is a member of the University of Auckland Council and a trustee of the Play it Strange Foundation. Mr. Ferrier's experience as the former chief executive of a large international enterprise focused on agricultural exports, and his experience as a former senior executive in the sugar industry, provides our Board with extensive knowledge of, and valuable insights into, relevant industries, as well as strategic, operational, management and marketing expertise.

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Kathleen Hyle, 55

Ms. Hyle has been a member of our Board since 2012. She served as Senior Vice President of Constellation Energy and Chief Operating Officer of Constellation Energy Resources from November 2008 until her retirement in June 2012 following the completion of the merger of Constellation Energy with Exelon Corporation. From June 2007 to November 2008, Ms. Hyle served as Chief Financial Officer for Constellation Energy Nuclear Group and for UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and Électricité de France. Ms. Hyle held the position of Senior Vice President of Finance for Constellation Energy from 2005 to 2007 and Senior Vice President of Finance, Information Technology, Risk and Operations for Constellation New Energy from January to October 2005. Prior to joining Constellation Energy, Ms. Hyle served as the Chief Financial Officer of ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car; Vice President and Treasurer of Auto-Nation, Inc.; and Vice President and Treasurer of Black and Decker Corporation. Ms. Hyle is currently a director of AmerisourceBergen Corporation and The ADT Corporation. She also serves on the Board of Trustees of Center Stage in Baltimore, MD, and on the Board of Sponsors for the Loyola University Maryland Sellinger School of Business and Management. Ms. Hyle brings to our Board extensive financial experience gained through her career with Constellation Energy and other public companies. This experience also enables Ms. Hyle to provide critical insight into, among other things, our financial statements, accounting principles and practices, internal control over financial reporting and risk management processes. Ms. Hyle qualifies as an audit committee financial expert. In addition, Ms. Hyle brings extensive management, operations, mergers and acquisitions, technology, marketing, retail and regulatory experience to our Board.


Class I Directors with Terms Expiring in 2016


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  Bernard de La Tour d'Auvergne Lauraguais, 69

Mr. de La Tour d'Auvergne Lauraguais has been a member of our Board since 2001. Mr. de La Tour d'Auvergne Lauraguais joined Bunge in 1970 and held various senior executive positions in Argentina, Brazil and Europe in the agribusiness and food products divisions until his retirement in 1994. He is also the Chairman of the board of directors of Mutual Investment Limited. Mr. de La Tour d'Auvergne Lauraguais has a degree in Civil Engineering from the Federal Polytechnic School of the University of Lausanne, Switzerland and an M.B.A. from the Wharton School of the University of Pennsylvania. He has extensive knowledge and understanding of accounting and financial reporting, and qualifies as an audit committee financial expert. He also brings to the Board significant experience in the agribusiness industry and our business, as well as international business experience.

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William Engels, 54

Mr. Engels has been a member of our Board since 2001. Since 2007, he has been an advisor to a private investment fund with investments in South America. From 2003 to December 2006, Mr. Engels served on the board of directors of Quilmes Industrial (Quinsa) S.A., a holding company with interests in the beverage and malting industries, as the representative of Beverage Associates (BAC) Corp. From 1992 to 2003, Mr. Engels served in various capacities at Quinsa, including Director of Mergers and Acquisitions, Group Controller and Manager of Corporate Finance. Prior to joining Quinsa, Mr. Engels served as a Vice President at Citibank, N.A. in London, responsible for European sales of Latin American investment products, and in Brazil, in the area of mergers and acquisitions. Since 2010, Mr. Engels has served as Deputy Chairman of the board of Mutual Investment Limited. Mr. Engels has also served as a member of the board of BISA, a fund with diversified investments in different industries. Mr. Engels holds a B.S. from Babson College, an M.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Engels brings to the Board significant financial experience, an understanding of mergers and acquisitions and a good understanding of industrial and consumer products companies. He brings an international business perspective to the Board, having had extensive working experience in Europe, the United States and Latin America. He also qualifies as an audit committee financial expert.


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L. Patrick Lupo, 63

Mr. Lupo has been a member of our Board since 2006. He was appointed non-executive Chairman of our Board effective January 1, 2014, and previously served as our Lead Independent Director since 2010. He is the former chairman and chief executive officer of DHL Worldwide Express (DHL). Mr. Lupo joined DHL in 1976. He served as chairman and CEO from 1986 to 1997 and as executive chairman from 1997 to 2001. During his tenure at DHL, he also served as CEO, The Americas, and general counsel. Mr. Lupo received a law degree from the University of San Francisco and a B.A. degree from Seattle University. He is a member of the supervisory board of Cofra, AG. He is a former director of O2 plc and Ladbrokes plc (formerly Hilton Group plc). Mr. Lupo's experience as former chairman and chief executive officer of a major global logistics company provides valuable leadership, strategic, operational, management, marketing, financial and risk management skills to our Board, as well as insight into logistics, a critical element of our business. Additionally, his legal background provides our Board with an important perspective. He also brings to the Board significant international board experience.

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Soren Schroder, 52

Mr. Schroder became our CEO in June 2013. He has been a member of our Board since May 2013. From 2010 to 2013 he was CEO, Bunge North America, leading Bunge's business operations in the United States, Canada and Mexico. Since joining Bunge in 2000, he has served in a variety of agribusiness leadership roles at the Company in the United States and Europe. Prior to joining Bunge, he worked for over 15 years at Continental Grain and Cargill. He received a B.A. in Economics from Connecticut College. Mr. Schroder brings to the Board significant experience in the agribusiness industry and our business, as well as operational, risk management and management experience.

RECOMMENDATION OF THE BOARD

              Our Board recommends that you vote FOR the election of each of Mr. Bachrach, Mr. Boilini and Ms. Browner to our Board as Class III Directors for a term ending at our 2017 Annual General Meeting.

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DIRECTOR COMPENSATION

              Our compensation program for non-employee directors is designed to enable us to attract, retain and motivate highly qualified directors to serve on our Board. It is also intended to further align the interests of our directors with those of our shareholders. Annual compensation for our non-employee directors in 2013 was comprised of a mix of cash and equity-based compensation. The Compensation Committee periodically receives reports on the status of Board compensation for non-employee directors from its independent compensation consultant and is responsible for recommending to the Board changes in director compensation.


Director Compensation Table

              The following table sets forth the compensation for non-employee directors who served on our Board during the fiscal year ended December 31, 2013.

 
  Non-Employee Director Compensation(1)  
Name   Fees Earned or
Paid in Cash($)
  Stock
Awards(2)(3)($)
  Total($)  

Ernest G. Bachrach

  $ 101,000   $ 136,713   $ 237,713  

Enrique H. Boilini

    129,000     136,713     265,713  

Carol M. Browner

    45,834     280,406     326,240  

Jorge Born, Jr. (resigned March 8, 2013)

    20,472     0     20,472  

Francis Coppinger

    106,833     136,713     243,546  

Bernard de La Tour d'Auvergne Lauraguais

    109,333     136,713     246,046  

William Engels

    114,000     136,713     250,713  

Andrew Ferrier

    100,000     136,713     236,713  

James T. Hackett

    115,000     136,713     251,713  

Kathleen Hyle

    118,834     136,713     255,547  

L. Patrick Lupo(4)

    135,000     136,713     271,713  

(1)
Represents compensation earned in 2013.
(2)
Each of the non-employee directors serving on the Board on the date of Bunge's 2013 Annual General Meeting received an annual grant of 1,665 restricted stock units on May 24, 2013. In connection with Ms. Browner's appointment to the Board, she received a pro-rata annual grant of 1,335 restricted stock units and a joining grant of 2,080 restricted stock units effective August 6, 2013, the date of her appointment. Mr. Born did not receive any restricted stock units as he resigned prior to the 2013 Annual General Meeting. Annual grants and pro-rata annual grants vest on the first anniversary of the applicable date of grant, provided the director continues to serve on the Board on such date. New director joining grants will vest on the third anniversary of the applicable date of grant, provided the director continues to serve on the Board until such date. The closing price of Bunge's common shares on the NYSE on May 24, 2013 was $70.69, and on August 6, 2013 was $76.45.
(3)
The amounts shown reflect the full grant date fair value of the award for financial reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2013 regarding assumptions underlying the valuation of equity awards. The aggregate number and value of outstanding restricted stock units for each non-employee director, excluding Ms. Browner, Mr. Ferrier, Mr. Hackett, and Ms. Hyle, as of December 31, 2013 was 3,335 and $273,837. As of December 31, 2013, the aggregate number and value of outstanding restricted stock units held by Ms. Browner was 3,415 and $280,406; Mr. Ferrier was 4,650 and $381,812; Mr. Hackett was 5,115 and $419,993; and Ms. Hyle was 3,955 and $324,745. The number of outstanding restricted stock units includes grants made in 2013 but excludes dividend equivalents. The closing price of Bunge's common shares on the NYSE on December 31, 2013 was $82.11. The aggregate number of stock options held by each director, other than Mr. Lupo, as of December 31, 2013 was 18,200. Mr. Lupo held 13,000. As Bunge has discontinued granting stock options to non-employee directors, Ms. Browner, Mr. Ferrier, Mr. Hackett, and Ms. Hyle have not been granted stock options.
(4)
Mr. Lupo served as Lead Independent Director in 2013 and received a supplemental retainer of $20,000 for serving in this role. Mr. Lupo was appointed non-executive Chairman of the Board effective January 1, 2014.

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              Directors' Fees.    Non-employee directors received the following fees in 2013: (i) an annual retainer fee of $100,000; (ii) an annual fee of $15,000 for service as committee chair on any committee, except for the Chair of the Audit Committee, who received an annual fee of $20,000 for his services due to the added workload and responsibilities of this committee; and (iii) an annual fee for each member of the Audit Committee of $10,000 for their services due to the added workload and responsibilities of this committee. No fees are paid for service as a member of any other Board committee. Additionally, our Lead Independent Director received a supplemental annual retainer of $20,000 in 2013. Following the appointment of a non-executive Chairman of the Board, we no longer have a Lead Independent Director. In 2014, our non-executive Chairman will receive a supplemental annual retainer of $250,000, consisting of $100,000 in cash and $150,000 in time-based restricted stock units. In addition, although directors do not receive an annual Board or committee meeting attendance fee, if the Board and/or a committee meets in excess of ten times in a given year, each director receives a fee of $1,000 for each additional meeting attended.

              Bunge also reimburses non-employee directors for reasonable expenses incurred by them in attending Board meetings, committee meetings and shareholder meetings. Bunge provides Mr. de La Tour d'Auvergne Lauraguais with office accommodations, communications services and secretarial services to facilitate fulfillment of his duties.

              2007 Non-Employee Directors Equity Incentive Plan.    The 2007 Non-Employee Directors Equity Incentive Plan, adopted in 2007, provides for (i) an annual equity award to each continuing non-employee director as of the date of Bunge's annual general meeting of shareholders and (ii) an equity award upon a new non-employee director's initial election or appointment to the Board, which includes a pro rata portion of the award made to non-employee directors generally on the immediately preceding date of grant. In each case, the value, type and terms of such awards shall be approved by the Board based on the recommendation of the Compensation Committee. Bunge may grant non-qualified stock options, shares of restricted stock, restricted stock units and deferred restricted stock units under the 2007 Non-Employee Directors Equity Incentive Plan. Unless otherwise determined by the Compensation Committee, stock options become vested and exercisable on or after the third anniversary of the date of grant. The exercise price per share for each stock option is equal to the fair market value of a common share on the option grant date, as provided in the plan. Outstanding stock options remain exercisable for a period of ten years after their grant date. The 2007 Non-Employee Directors Equity Incentive Plan provides that up to 600,000 common shares may be issued under the plan. As of December 31, 2013, 320,835 shares remain available for issuance under the plan.

              Annual restricted stock unit awards (including a pro rata portion of the annual award made to non-employee directors who are elected or appointed to the Board following an annual general meeting) will vest on the first anniversary of the date of grant, provided the director continues to serve on the Board until such date. Unless otherwise determined by the Compensation Committee, restricted stock units granted in connection with a new non-employee director's initial election or appointment to the Board will vest on the third anniversary of the date of grant.

              Non-Employee Directors Equity Incentive Plan.    The Non-Employee Directors Equity Incentive Plan, adopted in 2001, provides for awards of non-qualified stock options to non-employee directors. Outstanding options remain exercisable for a period of ten years after their grant date. We have granted stock options to purchase an aggregate of 512,000 common shares to our non-employee directors as a group under the Non-Employee Directors Equity Incentive Plan. Upon shareholder approval of the 2007 Non-Employee Directors Equity Incentive Plan on May 25, 2007, no further stock options grants were permitted under the 2001 Non-Employee Directors Equity Incentive Plan.

              Non-Employee Directors Deferred Compensation Plan.    Our Deferred Compensation Plan for Non-Employee Directors (the "Non-Employee Directors Deferred Compensation Plan"), a non-tax

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qualified deferred compensation plan, is designed to provide non-employee directors with an opportunity to elect to defer receipt of all or a portion of their annual cash fees. Amounts deferred are credited in the form of hypothetical share units that are approximately equal to the fair market value of a Bunge common share on the date that fees are otherwise paid. Participants' deferral accounts will be credited with dividend equivalents, in the form of additional share units, in the event Bunge pays dividends to holders of its common shares. Distributions are made in the form of Bunge common shares or cash, as elected by the participant. Upon a change of control of Bunge, a participant will receive an immediate lump sum distribution of his or her account in cash or Bunge common shares, as determined by the Compensation Committee. As of January 1, 2009, participants no longer have the option to defer any portion of their annual cash fees pursuant to the Non-Employee Directors Deferred Compensation Plan as a result of the adoption of Section 457A of the Internal Revenue Code.

              The number of shares underlying hypothetical share units held by our non-employee directors under this plan is shown in the share ownership table beginning on page 63 of this proxy statement.

              Non-Employee Director Share Ownership Guidelines.    To further align the personal interests of the Board with the interests of our shareholders, the Board has established share ownership guidelines for the minimum amount of common shares that are required to be held by our non-employee directors. These guidelines are required to be met within five years of a non-employee director's initial appointment or election to the Board. For non-employee directors, the guideline is five times the annual retainer fee paid by Bunge to its non-employee directors (i.e., $500,000). Shares deemed to be owned for purposes of the share ownership guidelines include shares directly owned by the director, shares underlying hypothetical share units held under the Non-Employee Directors Deferred Compensation Plan and 50% of the difference between the exercise price of a vested, in-the-money stock option and the fair market value of a Bunge common share. Unvested stock options or restricted stock units do not count toward satisfaction of the guidelines. Furthermore, our non-employee directors are required to hold 100% of the net shares acquired through Bunge's equity incentive plans until the guidelines are met. All non-employee directors have either met their share ownership guidelines or are making satisfactory progress towards their respective ownership guidelines as of December 31, 2013.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

              This section of the proxy statement provides an overview of our executive compensation program and an analysis of the decisions made with respect to the compensation of our Named Executive Officers in 2013. For 2013 our Named Executive Officers were:

Executive Summary

2013 CEO and Board Leadership Transition, Strategic Developments and Financial Highlights

              Bunge is a global agribusiness and food company with integrated operations that stretch from the farm field to consumer foods. We are a leading global oilseed processor and producer and seller of vegetable oils and protein meals, as well as a leading sugar and ethanol producer in Brazil and global trader and merchandiser of sugar.

              On June 1, 2013, Soren Schroder succeeded Alberto Weisser as our CEO. Mr. Schroder previously held various positions during his 13-year tenure at Bunge, most recently as CEO of Bunge North America, leading our business operations in the United States, Canada and Mexico. His appointment to CEO highlights the effectiveness of our succession planning process.

              Mr. Weisser had served as our CEO for more than 14 years. As part of the Board's management succession plan, and in order to effect a smooth transition, Mr. Weisser agreed to continue as our Executive Chairman through the end of 2013. Effective December 31, 2013, concurrently with the expiration of his term as Executive Chairman, Mr. Weisser stepped down from our Board and the Board appointed L. Patrick Lupo as non-executive Chairman of the Board as of January 1, 2014.

              Under the new leadership of Mr. Schroder, we have renewed our focus on capital efficiency. We continue to focus on maximizing returns and creating sustainable long-term value for our shareholders. In the last year, we have repositioned Bunge and improved our risk profile through the sale of our Brazilian fertilizer blending and distribution business. Additionally, we announced that we are exploring alternatives to maximize the value of our Brazilian sugarcane milling business.

              Financially, on a combined, full-year basis, our agribusiness, edible oils and milling products segments generated record results of approximately $1.3 billion in segment earnings before interest and taxes and returns above cost of capital. Our share price at the end of 2013 was $82.11, compared to $72.69 at the end of 2012. Our one-year 2013 total shareholder return (TSR) was 14.7% and our five-year TSR was 71%. In 2013, we also increased our quarterly dividend by 11% and announced that we intend to repurchase up to $200 million of our common shares under our share repurchase program starting in the first quarter of 2014.

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Shareholder Outreach and Compensation Program Changes

              We value the opinions of our shareholders as expressed through their votes and other communications and therefore have annually submitted the executive compensation program to a shareholder advisory "say-on-pay" vote. In May 2013, we held our annual say-on-pay vote and 79.1% of the votes cast on the proposal were cast in favor of the executive compensation program.

              During 2013, we embarked on a broad shareholder engagement outreach program to discuss the important changes that took place in 2013, including our CEO succession, the new Board leadership structure and our refocused strategic direction. We also sought shareholder feedback on key elements of our executive compensation program. We met with shareholders, including investment firms and institutional shareholders, representing approximately 40% of our outstanding shares. These discussions were led by our Compensation Committee Chairman and non-executive Chairman, L. Patrick Lupo, and also included members of Bunge's senior management team.

              Based on feedback received from our shareholders, as well as the Committee's consideration of market practices and its goal of linking compensation to the achievement of our business plans and strategies, including a focus on balanced growth, the Committee made the following changes to the executive compensation program:

Pay-for-Performance Principles and Structure

              Our executive compensation program is designed to maintain a strong link between pay and performance and is intended to achieve the following objectives:

              It is our practice to deliver the majority of Named Executive Officer compensation in the form of performance-based equity awards with multi-year vesting. Additionally, our use of PBRSUs, with vesting contingent on achieving specific financial performance metrics, further reinforces the performance-driven nature of our executive compensation program.

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              The following chart illustrates the performance-based nature of our executive compensation program and the heavy weighting toward long-term equity-based awards. The CEO has a different target compensation mix than other Named Executive Officers, which places more of the CEO's compensation at risk and in the form of long-term equity awards to reflect the greater level of responsibility he has for Bunge's overall performance.

Mix of Target Compensation

GRAPHIC

              The following table sets forth the three principal elements of our executive compensation program and the links to our financial performance. Each of these elements, and the rationale for the compensation awarded to the Named Executive Officers in 2013, are discussed in greater detail beginning on page 35 of this proxy statement.

Linking Bunge's Pay-for-Performance Principles to Program Elements

   
GRAPHIC
   

 

 

(1)    Beginning with the 2014-2016 performance period.

 

 

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CEO Pay and Performance Alignment

              We have a long standing practice of tracking our pay and performance for our CEO relative to our executive compensation Peer Group. This allows us to (i) analyze the effectiveness of our executive compensation program and (ii) ensure that Company financial performance metrics for our annual and equity incentive plans continue to be competitively calibrated relative to our peers. As shown in the following table, our executive compensation program has produced a strong track record of closely aligned executive pay and Company performance.(1)(2)

CHART

(1)
Nine year average: Relative TSR-55%; Relative TDC-45%.
(2)
Relative total direct compensation (Relative TDC) is comprised of: (i) base salary; (ii) annual incentive awards reflected as a three-year average of actual awards paid for the corresponding period; and (iii) equity incentive awards for the corresponding period as follows: (a) stock options: current Black-Scholes value; (b) PBRSUs: in-cycle awards are assumed to be paid out at target and earned awards are reflected based on actual amounts paid out; and (c) time-based restricted stock unit awards at current intrinsic value.

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Highlights of Compensation Governance Practices

              Bunge is committed to maintaining strong compensation governance practices to support our pay-for-performance principles and further align the program with the interests of our shareholders. We have adopted a number of "best practices" with respect to executive compensation.

Discussion and Analysis

              The main body of this Compensation Discussion and Analysis provides details on the principles and objectives of our executive compensation program and the Committee's key 2013 compensation related decisions. This section is organized into the following categories:

I.         Key 2013 Compensation Decisions and Program Changes

Key Compensation Program Changes

              As part of the Committee's ongoing practice of reviewing and strengthening our executive compensation program, it considers various factors, including feedback received from shareholders, market practices, and its goal of linking compensation to the achievement of our business plans and

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strategies. Based on this review, the Committee, in consultation with its independent compensation consultant, has made the following key changes to the executive compensation program.


 

 

Element



&zwsp;

 

Decision



&zwsp;
    Annual Incentive Awards       Adopted explicit threshold, target and maximum performance levels and more heavily weighted the achievement of Company financial performance beginning in 2013.    
    PBRSU Awards       Modified the performance metrics for PBRSUs granted for the 2014-2016 performance period to include a second performance metric, ROIC.    

2013 Annual Incentive Award Changes

              The Committee believes providing explicit target, threshold and maximum performance levels will enable stronger disclosure of the payout curve. Our annual incentive plan is discussed in more detail on page 35 of this proxy statement.

PBRSU Award Changes for the 2014-2016 Performance Period

              The Committee believes the addition of a ROIC performance metric provides alignment with Bunge's strategic refocus on efficient use of capital and further strengthens the link to long-term Company performance. Inclusion of a ROIC metric was also supported by the feedback we received from shareholders. PBRSU awards are discussed in more detail on page 40 of this proxy statement.

2013 Key Compensation Decisions

              In addition, the Committee made the following key compensation decisions with respect to Named Executive Officers for 2013.


 

 

Element



&zwsp;

 

Decision



&zwsp;
    CEO Transition Arrangements       Entered into a new employment agreement with Mr. Schroder to reflect his promotion to CEO and amended the existing employment agreement with Mr. Weisser to provide for an orderly CEO transition.    
    Base Salaries       All Named Executive Officer base salaries remained unchanged with the exception of Mr. Schroder, who received a base salary increase in connection with his promotion to CEO.    
    Financial Adjustments Impacting Annual Incentive Plan and PBRSU Awards       Approved certain positive adjustments relating to the impact of the 2013 sale of our Brazilian fertilizer blending and distribution assets and excluded certain non-cash charges relating to deferred tax assets in our sugar and bioenergy segment.    

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CEO Transition Arrangements

              In connection with Mr. Schroder's promotion to CEO, the Committee entered into a new employment agreement with him. The employment agreement generally provides for the following.

              In order to ensure an orderly CEO transition, the Committee and Mr. Weisser agreed to amend his existing employment agreement, which was originally entered into in 2000. Both Mr. Weisser's annual incentive and equity incentive awards for 2013 were subject to his satisfactory performance during the CEO transition period. Additionally, Mr. Weisser's annual incentive plan financial performance metrics were the same as Mr. Schroder's, further incentivizing Mr. Weisser to focus on Bunge's full-year financial performance. Pursuant to the amended employment agreement, Mr. Weisser was entitled to receive the same severance and other benefits as provided under his original employment agreement. In addition, Mr. Weisser's outstanding stock options will remain exercisable until the expiration of the option term and the aggregate value of his tax-qualified and non tax-qualified defined benefit pension will be $1,200,000 annually. See page 60 of this proxy statement for additional information regarding Mr. Weisser's termination-related compensation.

2013 Adjustments Impacting Annual Incentive and PBRSU Awards

              During 2013, the Committee determined to exercise discretion to include two financial adjustments in the calculation of payouts for the annual incentive awards and the PBRSU component under the equity incentive plan. These two adjustments were:

              In determining to make these adjustments, the Committee took a number of factors into consideration, including the principles and objectives of the executive compensation program, fairness to both our shareholders and employees, past practices, and long-term implications for future award cycles.

              The $250 million amount relating to the sale of our Brazilian fertilizer assets would normally not have been included in incentive award calculations because it corresponds to the economic gain realized on the sale, which is the amount that corresponds to the incremental value created and

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realized by Bunge in the transaction, namely the amount by which the gross proceeds exceeded Bunge's and its financial advisors' valuations of the assets. The Committee, however, considered that we previously sold the larger portion of the Brazilian fertilizer business in 2010, but retained this piece of the business in order to optimize its value which ultimately resulted in the realization of greater value for the entire business. Additionally, the Committee used the same methodology in calculating incentive awards with respect to the 2010 transaction. Given these circumstances, including the benefits realized by shareholders on this transaction, the Committee determined it was appropriate and fair to include this adjustment in 2013 incentive award calculations.

              The Committee determined it was appropriate to exclude the $521 million of non-cash charges relating to deferred tax assets in Brazil as this amount relates to the balance of these assets at the start of the quarter in which the decision was taken to record a valuation allowance for the assets in our industrial sugar business due, in part, to our decision to commence a comprehensive process to explore all alternatives to optimize the value of this business.

              The Committee also considered the impact these financial adjustments would have on future performance targets and ultimately determined that the adjustments would result in more appropriate and more challenging performance targets in future performance cycles. Because the methodology for setting performance targets for PBRSUs is based on averaging the prior two years' EPS with the earliest year increased by 10% (see page 40 of this proxy statement for additional information), the positive adjustment in 2013 will effectively increase the difficulty of attaining the performance metrics in subsequent years. As a result, these 2013 adjustments will result in the creation of more challenging targets for the 2014-2016 and 2015-2017 performance periods.

II.        Determining Compensation

              The Committee considers a number of factors in setting executive compensation, including competitive market data, business and industry conditions, and input from the Committee's independent compensation consultant and management.

Role of the Compensation Committee

              The Committee is comprised of non-employee independent directors and is responsible for designing, reviewing and overseeing the administration of our executive compensation program. Each year, the Committee reviews and approves all compensation decisions relating to the Named Executive Officers. Generally, all decisions with respect to determining the amount or form of Named Executive Officer compensation are made by the Committee in accordance with the methodology described below.

              When making compensation decisions, the Committee analyzes data from the Comparator Groups (as described on page 34 of this proxy statement) as well as tally sheets prepared by our human resources department for each of the Named Executive Officers. The tally sheets provide the Committee with the following information:

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              The tally sheets provide the Committee with a comprehensive view of the various elements of actual and potential future compensation of our Named Executive Officers, as well as their wealth accumulation, allowing the Committee to analyze both the individual elements of compensation and the aggregate total amount of actual and projected compensation in making compensation decisions.

              In addition to reviewing data from the Comparator Groups and tally sheets, the Committee also considers a number of factors that it deems important in setting the target total direct compensation for each Named Executive Officer:

              As an initial guideline, the Committee generally seeks to set target total direct compensation levels for each Named Executive Officer within a range (+/- 15%) of the median of the Comparator Groups. Our executive compensation program retains the flexibility to set target total direct compensation above or below the median of the Comparator Groups in the Committee's reasonable discretion in order to recognize factors such as market conditions, job responsibilities, experience, skill sets and ongoing or potential contributions to Bunge. In addition, actual compensation earned in any annual period may be at, above, or below the median depending on the individual's and Bunge's performance for the year.

              The differences in compensation levels among our Named Executive Officers are primarily attributable to the differences in the median range of compensation for similar positions in the Comparator Groups and the factors described above.

Role of Executive Officers

              The CEO assists the Committee in setting the strategic direction of our executive compensation program; evaluates the performance of the Named Executive Officers (excluding himself); and makes recommendations to the Committee regarding their compensation in consultation with the Chief Personnel Officer. The CEO and the Chief Personnel Officer also participate in developing and recommending the performance criteria and measures for our Named Executive Officers under our annual and equity incentive plans for consideration by the Committee. Although the Committee gives significant weight to the CEO's recommendations, the Committee retains full discretion in making compensation decisions.

              No other executive officers participated in the executive compensation process for 2013. Bunge's human resources department, under the supervision of the Chief Personnel Officer, also supports the Committee in its work and implements our executive compensation program.

Role of the Compensation Consultant

              Pursuant to its charter, the Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Committee has sole authority to retain or terminate any such advisors and to approve their fees.

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              The Committee has retained Semler Brossy Consulting Group ("Semler Brossy") as its independent compensation consultant to provide information, analysis, and objective advice regarding our executive compensation program. Management has no role in the Committee selecting Semler Brossy. The Committee periodically meets with Semler Brossy to review our executive compensation program and discuss compensation matters. For 2013, Semler Brossy performed the following functions at the Committee's request:

              The Committee reviews its relationship with Semler Brossy annually. The process includes a review of the quality of the services provided, the fee structure for the services, and the factors impacting Semler Brossy's independence under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. In January 2014, the Committee met with Semler Brossy and reviewed a report prepared by Semler Brossy assessing its independence. The Committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Committee.

Determining Performance Metrics

              Consistent with our pay-for-performance principles, the Committee chooses financial performance metrics under the annual and equity incentive plans that support our short- and long-term business plans and strategies, and incentivize management to focus on actions that create sustainable long-term shareholder value. In setting targets for the short- and long-term performance metrics, the Committee considers our annual and long-term business goals and strategies and certain other factors, including our past variance to targeted performance, economic and industry conditions, and the practices of the Peer Group. The Committee sets challenging, but achievable, goals, including those that are attainable only as a result of exceptional performance. The Committee recognizes that performance metrics may need to change over time to reflect market practices and evolving business priorities. Accordingly, we expect to continue to reassess the performance metrics we use.

III.      Competitive Market Positioning

              Bunge uses various methods to determine the elements of our executive compensation program and review current compensation practices and levels. Our executive compensation program strives to provide a mix of base salary, target annual cash incentive awards and target annual long-term equity-based incentive award values (referred to, in aggregate, as target total direct compensation) that is aligned with the program's principles and objectives and is competitive with compensation provided by a peer group of selected publicly-traded companies.

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              The Committee, in consultation with its independent compensation consultant, Semler Brossy, selects a number of peer group companies (the "Peer Group") having one or more of the following characteristics outlined in the chart below:

GRAPHIC

              The Committee periodically reviews the composition of the Peer Group and, as appropriate, updates it to ensure continued relevance and reflect mergers, acquisitions or other business-related changes that may occur. For 2013, the following 17 companies comprised the Peer Group:


 

 

2013 Peer Group



&zwsp;
    Air Products & Chemicals Inc.       Monsanto Company    
    Alcoa Inc.       The Mosaic Company    
    Archer Daniels Midland Company       PotashCorp    
    ConAgra Foods Inc.       PPG Industries, Inc.    
    FedEx Corp.       Praxair Inc.    
    General Mills Inc.       Tyson Foods, Inc.    
    International Paper Company       United Parcel Service, Inc.    
    Kellogg Company       U.S. Steel Company    
    Meadwestvaco Corp.            

              In determining Named Executive Officer compensation, the Committee reviews a market analysis prepared by Semler Brossy which includes general industry and Peer Group compensation data provided by Towers Watson. This data enables the Committee to compare the competitiveness of Named Executive Officer compensation based on their individual responsibilities and scope against comparable positions within our Peer Group and a broader general industry group of public companies. Additionally, in light of his role as head of a commodities trading business unit, Mr. Padilla's total compensation is further evaluated using commodity trading data from companies in the McLagan Fixed Income Sales and Trading Survey. The Peer Group and the other data sources referred to above are referred to collectively as the "Comparator Groups."

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              Neither Towers Watson nor McLagan makes recommendations or participates with the Committee in discussions regarding the determination of amounts or forms of compensation for the Named Executive Officers. Towers Watson and McLagan from time to time provide other compensation consulting services to management.

IV.        Principal Elements of Our Executive Compensation Program

              The principal elements of our executive compensation program are described in further detail below.

Base Salary

              A portion of annual cash compensation is paid as base salary to provide Named Executive Officers with an appropriate level of security and stability as well as to provide an appropriate level of pay for the execution of their key responsibilities. Base salaries for the Named Executive Officers are reviewed on an annual basis, and in connection with a promotion or other change in responsibilities. The Committee establishes base salaries for the Named Executive Officers based on a number of factors including:

              The Committee generally establishes base salaries at approximately the median level for comparable executives in the Comparator Groups.

              The Committee did not increase the base salaries of any Named Executive Officer (other than Mr. Schroder) in 2013. Effective June 1, 2013, in connection with Mr. Schroder's appointment to CEO, the Committee increased his base salary to $1,000,000.

              The base salary of each Named Executive Officer is set forth in the "Salary" column of the Summary Compensation Table on page 48 of this proxy statement.

Annual Cash Incentive Awards

              The Committee grants Named Executive Officers an opportunity to earn cash incentive awards under Bunge's Annual Incentive Plan, an annual performance-based incentive plan that is available to a broad group of employees. The Annual Incentive Plan provides a cash incentive that is directly related to the achievement of financial, business unit and individual performance metrics and contributions that drive annual results aligned with our long-term goals.

              Target annual cash incentive award opportunities under the Annual Incentive Plan are generally established by the Committee using analyses of comparable executives in the Comparator Groups and based on a percentage of each Named Executive Officer's base salary. The Committee generally sets target annual cash incentive opportunities for Named Executive Officers at approximately the median level for comparable executives in the Comparator Groups.

              For 2013, the Committee introduced changes to the Annual Incentive Plan to strengthen the linkage between our business performance and the creation of long-term shareholder value. The Committee established transparent threshold, target and maximum performance levels more heavily weighted towards the achievement of Company financial performance metrics.

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              The actual annual incentive awards earned by each Named Executive Officer may be above, at, or below the established target level based on Company financial performance and the Named Executive Officer's individual performance metrics attained for the relevant year. In order to receive a partial incentive award under the Annual Incentive Plan, a threshold level of performance must be attained with respect to the performance metrics. If threshold performance levels are not achieved, no payout will be made. Maximum performance levels provide an incentive to significantly enhance performance and are set at challenging levels.

              For 2013, the Named Executive Officers were eligible to receive an annual cash incentive award ranging from 0 percent to 250 percent of their target annual incentive award opportunity.

              Company Performance Metrics.    For 2013, the Committee allocated Annual Incentive Plan metrics between (i) return on net assets ("RONA") for Bunge Limited as a whole and/or for the business unit for which a Named Executive Officer had primary responsibility and (ii) net income after noncontrolling interest for Bunge Limited as a whole and/or EBIT of its business segments, based on the primary responsibilities of the Named Executive Officer. Target levels reflect the annual business plan.

              For 2013, the Committee established the following weightings for the Company financial metrics under the Annual Incentive Plan. The weightings assigned to Mr. Padilla and Mr. Hardie reflect their level of responsibility for their respective business segments.

&zwsp;  

  2013 Annual Incentive Plan

&zwsp;

&zwsp;  

  Weightings - Company Financial Metrics

&zwsp;

 

  Executive       Weighting 1       Weighting 2    

 

  Soren Schroder       100%           &zwsp;               &zwsp;
                                       
         

 

  Andrew J. Burke       100%           &zwsp;               &zwsp;
          
 

 

  Raul Padilla       30%      
RONA & net income: Bunge Limited
      70%       RONA & EBIT: Bunge Global Agribusiness    
          
 

 

  Gordon Hardie       30%               70%       RONA & EBIT: Food & Ingredients    
            
       

 

  Vicente Teixeira       100%           &zwsp;               &zwsp;
                                       
         

 

  Alberto Weisser       100%           &zwsp;               &zwsp;
                                         

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              The following table sets forth the threshold, target and maximum performance levels established for the Company financial metrics established under the Annual Incentive Plan for each Named Executive Officer in 2013 and the actual results achieved against the metrics.

 

 

Business Unit/Segment

 

&zwsp;

 

Metric


&zwsp;

 

Metric
Weighting



&zwsp;

 

Threshold


&zwsp;

 

Maximum


&zwsp;

 

Target


&zwsp;

 

Actual


&zwsp;

 

 

Bunge Limited

      RONA       40%       4.0%       10.6%       6.6%       7.0%    
          
 

 

 

      Net Income       30%       588.4       1,569.1       980.7       1,007.7    
 

&zwsp;  

    

  &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;
 

 

 

Bunge Global Agribusiness

      RONA       40%       4.4%       11.8%       7.4%       7.5%    
          
 

 

 

      EBIT       30%       611.0       1,629.3       1,018.3       1,048.4    
 

&zwsp;  

    

  &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;       &zwsp;
 

 

 

Food & Ingredients

      RONA       40%       5.8%       15.5%       9.7%       9.3%    
          
 

 

 

      EBIT       30%       187.2       499.2       312.0       283.3    
 

              Amounts used to determine performance against Company financial metrics are derived from our audited financial statements. Under the terms of the Annual Incentive Plan, the Committee may adjust actual results achieved, in its discretion, if it determines that such adjustment is appropriate to reflect unanticipated or extraordinary items or events. As discussed on pages 30 and 31 of this proxy statement, the Committee determined to make certain adjustments in calculating 2013 Annual Incentive Plan awards.

              Individual Performance Metrics. In addition to the attainment of Company financial metrics, each Named Executive Officer was evaluated on the achievement of individual performance metrics that generally relate to the achievement of specific aspects of our business plans and strategies as well as other initiatives relating to the officer's position. In 2013, the Committee also assessed Named Executive Officers on a number of core management competencies, including: building organization capabilities; strategic thinking; teamwork; leadership; communication; and people management.

              2013 Annual Incentive Award Determinations. Following completion of audited financial results for the prior fiscal year, the Committee reviews and approves the annual incentive awards based on the results achieved against Company financial metrics and individual performance metrics as described above.

              The following table sets forth the actual incentive awards paid to each Named Executive Officer in 2014.

    

 

Name



&zwsp;

 

2013 Actual Payout as a
Percentage of Target




&zwsp;

 

2013 Actual Payout
Amount ($)




 

 

Soren Schroder (1)

      121.4%       $1,320,000    

 

 

Andrew J. Burke

      128.9%       900,000    

 

 

Raul Padilla

      120.6%       1,025,000    

 

 

Gordon Hardie

      113.9%       470,000    

 

 

Vicente Teixeira

      121.7%       420,000    

 

 

Alberto Weisser (2)

      109.4%       1,970,000    

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              The actual amount awarded to the Named Executive Officers is set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 48 of this proxy statement.

Other Performance-Based Cash Awards

              Raul Padilla.    In connection with Mr. Padilla's dual role as both Managing Director, Bunge Global Agribusiness and CEO, Bunge Product Lines, he participates in two performance-based annual incentive opportunities. As Managing Director, Bunge Global Agribusiness, Mr. Padilla participates in the Annual Incentive Plan, consistent with other Named Executive Officers as described above. To reflect his responsibilities as CEO, Bunge Product Lines, Mr. Padilla also participates in a supplemental annual incentive award opportunity based solely on the attainment of pre-established performance metrics set forth below, measured with respect to Bunge's agribusiness product lines. Mr. Padilla has participated in this supplemental annual incentive award opportunity since 2010.

              This supplemental annual incentive award opportunity is linked directly to the achievement of pre-established performance metrics aligned with the long-term business and strategic goals of our agribusiness product lines. The award is intended to align Mr. Padilla's compensation with comparable executives in commodity trading environments in the Comparator Groups. The award payout is based on actual performance achieved by the product lines, and in order to receive an award payout, a threshold performance level must be achieved. If threshold performance levels are not achieved, no payout will be made. Mr. Padilla was eligible to receive a supplemental annual incentive award opportunity ranging from 0 percent to 250 percent of his base salary.

              The performance metric for the supplemental annual incentive award opportunity was Risk Adjusted Profit. We define Risk Adjusted Profit as the aggregate trading profits of the agribusiness product lines (based on global trading earnings before interest and taxes), after applying working capital and risk capital charges to take into account the amount of capital utilized and the underlying risk taken during the year.

              The following table sets forth the threshold, target and maximum award opportunities and the award levels that the Committee established for 2013:

 

 

Award Level



&zwsp;

 

Risk Adjusted Profit(1)



&zwsp;

 

Percentage of
Base Salary




&zwsp;

 

Award
Amount




&zwsp;

 

 

Below Threshold

      Less than $225 million       0%       0    

 

 

Threshold

      $225 million       50%       $425,000    

 

 

Target

      $300 million       100%       $850,000    

 

 

Maximum

      $525 million or greater       250%       $2,125,000    

(1) Results between award levels will be interpolated.

              The Committee requires that a portion of the supplemental annual incentive award payout be deferred over a two-year period and be at-risk to the future performance of the agribusiness product lines. Amounts deferred are eligible to be paid out in two annual installments, subject to reduction or forfeiture in the event of (i) a cumulative annual trading loss for the agribusiness product lines during the deferral period; (ii) Mr. Padilla's resignation of employment for any reason; or (iii) Mr. Padilla's termination of employment for "cause."

              In March 2014, the Committee determined that Risk Adjusted Profit for the 2013 performance period was $437 million and awarded Mr. Padilla $1,627,000, as set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 48 of this proxy statement. Payment of $638,500 of the award is deferred and will be paid out in two installments on March 31, 2015 and March 31, 2016, subject to the terms and conditions discussed above.

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Long-Term Incentive Compensation

              Named Executive Officers are eligible to receive long-term equity-based incentive awards pursuant to Bunge's 2009 Equity Incentive Plan (the "Equity Incentive Plan"). The long-term equity-based incentive element of our executive compensation program is intended to provide Named Executive Officers with a continuing stake in our long-term success and serves as an important retention tool. We further emphasize equity ownership by senior executives through the share ownership guidelines described below.

              Pursuant to the Equity Incentive Plan, the Committee may grant the following long-term incentive awards:

              The Committee primarily grants long-term incentive awards in the form of non-qualified stock options and PBRSUs. Grants are generally made in the first quarter of each year, when compensation decisions for the year are made and after the public release of Bunge's year-end audited financial results. In response to special situations, equity awards may be granted at other times in the event of a new hire, promotion, for retention purposes or to recognize exceptional performance.

              The Committee grants Named Executive Officers an equal mix in value of stock options and PBRSUs to further reinforce the performance-driven nature of our executive compensation program by focusing on both the strategic drivers and the achievement of enhanced long-term shareholder value. The Committee targets the value of the long-term incentive awards granted to the Named Executive Officers to approximately the median of the value of equity-based awards granted to comparable executives in the Comparator Groups.

              The Committee also considers the following factors in determining the type and amount of long-term incentive awards:

              Stock Option Awards.    Stock option awards reflect the pay-for-performance principles of our executive compensation program by directly linking long-term incentives to stock price appreciation. Stock options have value only if the trading price of Bunge's common shares exceeds the exercise price of the stock option. Stock options also help us maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. Stock options generally vest in three equal annual installments following the option grant date and remain exercisable until the tenth anniversary of the option grant date. Pursuant to the terms of the Equity Incentive Plan, the Committee sets the exercise price of a stock option based on the average of the high and low sale prices of Bunge's common shares on the NYSE on the grant date.

              On March 4, 2013, the Committee approved the grant of stock options to the Named Executive Officers effective March 5, 2013 (the grant date) with an exercise price equal to the average of the high and low sale prices of Bunge's common shares on the grant date. It is the Committee's practice to authorize annual grants of equity-based incentive compensation awards, including stock options, effective as of the day immediately following the date the Committee meets to authorize the grant of

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awards. Stock options are valued using a Black-Scholes valuation model. As mentioned above, 50% of the value of the 2013 long-term incentive award consisted of stock options.

              Information regarding the grant date fair value and the number of stock options awarded to the Named Executive Officers for 2013 is set forth in the Grants of Plan-Based Awards Table on page 49 of this proxy statement.

              2013-2015 Award Decisions. PBRSUs are tied to Bunge's long-term performance to ensure that Named Executive Officer pay is directly linked to the achievement of strong, sustained long-term operating performance. Each PBRSU is settled with a Bunge common share following the vesting date. In addition, dividend equivalents will be paid in Bunge common shares on the date that PBRSUs are otherwise paid-out, based on the number of shares vesting. However, in no event will dividend equivalents be paid on any shares in excess of the target award granted.

              On March 4, 2013, the Committee approved the grant of PBRSUs for the 2013-2015 performance period, effective March 5, 2013 (the grant date). Payouts of the PBRSUs, if any, will generally be subject to the Named Executive Officer's continued employment with Bunge through the vesting date (generally, the third anniversary of the grant date) and will be based on Bunge's achievement of cumulative, diluted earnings per share (EPS) targets established on the grant date.

              We define diluted EPS as Bunge's earnings per share calculated using fully diluted common shares outstanding (which includes outstanding stock options) as reflected in our reported audited financial statements. The Committee uses diluted EPS as a performance metric because it has determined that investors generally view it as a key measure of our financial performance that is fundamental to long-term value creation.

              The Committee generally sets the baseline for PBRSU targets by averaging the prior two years' diluted EPS with the earliest year's EPS increased by 10%. This baseline is then increased by 10% for each year in the performance period. The Committee adopted this averaging methodology to balance out volatility in diluted EPS results while preserving the performance-based, motivational and retention-oriented features of these awards.

              Based on the above factors, the Committee set threshold, target and maximum award levels for the 2013-2015 performance period in accordance with the table below:


Award Level
 




 Cumulative 3-Year
Diluted Earnings-per-Share
 



 Percent of
Award Vesting
 

Below Threshold

  Less than $16.01   0%

Threshold

  $16.01   50%

Target

  $20.79 (target)   110%

Maximum

  $27.03 or greater   200%

              Beginning with the 2012-2014 performance period, the Committee modified the payout curve for the PBRSU awards based on an analysis by its independent compensation consultant indicating that the diluted EPS targets were set at levels above the median of competitive market practices. As a result, the attainment of the target performance level will result in payouts of 110% of the target PBRSU award.

              Information regarding the fair market value and number of PBRSUs that the Named Executive Officers may earn at the end of the 2013-2015 performance period, subject to satisfaction of the performance metrics described above, is shown in the Grants of Plan-Based Awards Table on page 49 of this proxy statement.

              2011-2013 PBRSU Award Determinations. Each year, following the end of a three-year PBRSU performance cycle, the Committee reviews and certifies the performance attained based on our reported audited financial statements, subject to the Committee's discretion under the Equity Incentive Plan to adjust such results for non-recurring charges and other one-time or extraordinary events, as further discussed on pages 30 and 31 of this proxy statement. Each PBRSU that vests is settled with a Bunge common share.

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              In February 2014, the Committee reviewed and certified the achievement of the performance metrics for the PBRSUs granted for the 2011-2013 performance period. As discussed above, the Committee determined to make certain adjustments to the Company financial metrics in calculating the number of PBRSU shares earned for the 2011-2013 performance period. The following table shows the results for the 2011-2013 performance period.

 

 

 

  &zwsp;     2011-2013 PBRSU Award

&zwsp;

 

 

Performance Metric


&zwsp;   Threshold
Performance


&zwsp;   Target
Performance


&zwsp;   Maximum
Performance


&zwsp;   Actual
Performance(1)


&zwsp;   Percentage
of Target
Award
Vested




&zwsp;

 

 

Cumulative 3-year diluted earnings per share

      $17.07       $21.34       $29.88       $17.42       81.6%    

              The value and number of PBRSUs that the Named Executive Officers earned for the 2011-2013 performance period are shown in the "Stock Awards" column of the Option Exercises and Stock Vested Table on page 52 of this proxy statement.

Other Equity-Based Awards

              Limited Use of Time-Based RSUs.    It is the Committee's practice to grant time-based RSU awards for special, limited purposes that further our business objectives, such as to recognize exceptional performance; promotions; and as inducement to new hires in recognition of compensation forgone at a previous employer. Time-based RSU awards generally vest based on an employee's continued employment during the vesting period and have no value unless the employee remains employed on the applicable vesting date. Award sizes and vesting dates vary to allow flexibility in connection with the specific award and the circumstances underlying the grant of the award. In addition, dividend equivalents are credited as additional time-based RSUs and are paid out in Bunge common shares on the date that time-based RSUs otherwise vest and are settled.

              Awards of time-based RSUs reflect the pay-for-performance principles of our executive compensation program as they link long-term incentives directly to our share price by reducing the value of an employee's compensation if our share price declines.

              In March 2013, the Committee granted the following time-based RSUs awards.

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              Information regarding RSUs awarded in 2013 are set forth in the Grants of Plan-Based Awards Table on page 49 and in the Option Exercises and Stock Vested Table on page 52 of this proxy statement.

Retirement and Executive Benefits

              Bunge provides employees with a wide range of retirement and other employee benefits that are designed to assist in attracting and retaining employees critical to Bunge's long-term success and to reflect the competitive practices of the companies in the Peer Group. Named Executive Officers are eligible for retirement benefits under the following plans: (i) Bunge U.S. Pension Plan; (ii) Bunge Excess Benefit Plan; (iii) Bunge U.S. supplemental executive retirement plan ("SERP"); (iv) Bunge Retirement Savings Plan; and (v) Bunge Excess Contribution Plan. Our executive compensation program also provides Named Executive Officers with limited perquisites and personal benefits. The Committee, in consultation with Semler Brossy, periodically reviews the benefits provided to the Named Executive Officers to ensure competitiveness with market practices.

              Retirement Plans.    The U.S. Pension Plan is a tax qualified retirement plan that covers substantially all U.S. based salaried and non-union hourly employees. Each Named Executive Officer is eligible to participate in the plan. All employees whose benefits are limited by the Internal Revenue Code, including the Named Executive Officers, are eligible to participate in the Excess Benefit Plan. In addition, each Named Executive Officer is eligible to participate in the SERP. The U.S Pension Plan, SERP and Excess Benefit Plan are described in the narrative following the Pension Benefits Table on page 53 of this proxy statement.

              The estimated annual normal retirement benefits payable to the Named Executive Officers (determined on a present value basis) are set forth in the Pension Benefits Table on page 53 of this proxy statement.

              401(k) Plan and Excess Contribution Plan.    The Retirement Savings Plan is a tax qualified retirement plan that covers substantially all U.S. based salaried and non-union hourly employees. Each Named Executive Officer is eligible to participate in the plan. All employees whose benefits are limited by the Internal Revenue Code, including the Named Executive Officers, are eligible to participate in the Excess Contribution Plan. The Retirement Savings Plan and the Excess Contribution Plan are described in the narrative following the Nonqualified Deferred Compensation Table on page 56 of this proxy statement.

              Company matching contributions allocated to the Named Executive Officers under the Retirement Savings Plan and the Excess Contribution Plan are shown in the "All Other Compensation Total" column of the Summary Compensation Table on page 48 of this proxy statement.

              Health and Welfare Plans.    Active employee benefits such as medical, dental, life insurance and disability coverage are available to U.S. employees through Bunge's flexible benefits plan. Employees contribute toward the cost of the flexible benefits plan by paying a portion of the premium costs on a pre-tax basis. Long-term disability coverage can be paid on an after-tax basis at the employee's option.

              Perquisites and Executive Benefits.    The Committee periodically reviews the perquisites provided to Bunge's executive officers under our executive compensation program. Under the current policy, Bunge provides executive officers, including the Named Executive Officers, with a limited annual perquisite allowance of $9,600.

Severance and Change of Control Benefits

              Our executive compensation program is designed to provide for the payment of severance benefits to our Named Executive Officers upon certain types of employment terminations. Providing

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severance and change of control benefits assists Bunge in attracting and retaining executive talent and reduces the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that focus executives on completing such transactions, thus enhancing long-term shareholder value. The Named Executive Officers are provided with severance benefits under individual arrangements.

              Mr. Schroder is the only Named Executive Officer with change of control severance protections. His employment agreement contains a "double trigger" vesting requirement for the payment of severance benefits, meaning that both a change of control must occur and his employment must also be terminated under certain specified circumstances before he is entitled to any severance payment. All unvested equity awards are also subject to double trigger vesting upon a change of control.

              As of January 1, 2014, none of our employment agreements or other compensation arrangements provide for a golden parachute excise tax gross-up.

              The terms of the individual arrangements and a calculation of the estimated severance benefits payable to each Named Executive Officer (other than Mr. Weisser) under their respective arrangements, and the amounts paid out to Mr. Weisser pursuant to his employment agreement, are set forth under the Potential Payments Upon Termination of Employment or Change of Control tables beginning on page 57 of this proxy statement.

V.         Compensation Governance

              The principal governance elements of our executive compensation program are described in further detail below.

Executive Compensation Recoupment Policy

              In 2010, the Committee adopted a policy on recoupment ("clawback") of executive compensation. The policy provides that, if the Board or an appropriate committee thereof determines that an executive officer or other senior executive has engaged in any fraud or misconduct that caused or was a significant contributing factor to Bunge having to restate all or a portion of its financial statement(s), the Board or committee shall take such actions as it deems appropriate to remedy the misconduct and prevent its recurrence.

              The actions that may be taken against a particular executive include:

              Any recoupment under this policy is in addition to any other remedies that may be available to Bunge under applicable law.

              The Committee will review the Executive Compensation Recoupment Policy in connection with rules on executive compensation recoupment that are anticipated to be issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act to determine if the policy should be revised.

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Share Ownership Guidelines

              To further align the interests of senior management with our shareholders, the Board maintains share ownership guidelines that require executive officers to hold significant amounts of Bunge common shares. Executive officers are required to meet minimum ownership guidelines within five years from the date the executive is hired or appointed to a covered title, as applicable. The guideline applicable to senior executives is based on a multiple of base salary.

              The Committee reviews the progress of the Named Executive Officers toward meeting the ownership guidelines annually. As of December 31, 2013, all Named Executive Officers have either met their ownership guideline or are making satisfactory progress toward their respective guideline. In the event of financial hardship or other good cause, the Committee may approve exceptions to the share ownership guidelines as the Committee deems appropriate. For a description of the ownership guidelines applicable to our non-employee directors, see "Director Compensation" on page 21 of this proxy statement.

              The following count towards meeting the ownership guideline: (i) shares directly or indirectly owned by the executive; (ii) shares underlying hypothetical share units held under Bunge's deferred compensation plans; (iii) 50% of the value of unvested time-based RSUs; and (iv) 50% of the difference between the exercise price of a vested, in-the-money stock option and the fair market value of a Bunge common share. Unvested stock options and unearned PBRSUs do not count toward achievement of the guidelines.

              Executive officers, including the Named Executive Officers, are required to hold 50% of the net shares acquired through long-term incentive plans (such as stock options or PBRSUs) until the guidelines are met.

              To further encourage a long-term commitment to Bunge's sustained performance, executive officers are prohibited from hedging, pledging or using their common shares as collateral for margin loans.

Tax Deductibility of Compensation

              When determining compensation, the Committee considers all relevant factors that may impact Bunge's financial performance, including tax and accounting rules such as the regulations under Section 162(m) of the Internal Revenue Code. Section 162(m) generally precludes a public corporation from taking a deduction for compensation in excess of $1 million with respect to each of the Named Executive Officers (excluding the chief financial officer). One exception to this limitation is if the compensation is considered "qualified performance-based compensation" within the meaning of Section 162(m).

              Although our executive compensation program seeks to maximize the tax deductibility of compensation payable to the Named Executive Officers by having such compensation qualify as qualified performance-based compensation, the Committee retains full discretion to compensate Named Executive Officers in a manner intended to promote varying corporate goals, including attracting, retaining and rewarding such officers. Therefore, the Committee may award compensation that is not deductible under Section 162(m) if it believes it will contribute to the achievement of Bunge's business objectives. For 2013, Bunge estimates that approximately $5.3 million of executive compensation expenses will not be deductible under Section 162(m).

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Compensation Committee Report

              The Compensation Committee has reviewed and discussed the preceding "Compensation Discussion and Analysis" with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and be included in Bunge Limited's Annual Report on Form 10-K for the year ended December 31, 2013.

              The foregoing report on executive compensation for 2013 has been furnished on behalf of the Board by the undersigned members of the Compensation Committee.

Members of the Compensation Committee

L. Patrick Lupo, Chairman
Ernest G. Bachrach
Bernard de La Tour d'Auvergne Lauraguais
Andrew Ferrier
James T. Hackett

Compensation and Risk

              We believe our compensation programs establish an appropriate balance between risk and reward in relation to Bunge's overall business strategy. In 2013, the Compensation Committee directed its independent compensation consultant, Semler Brossy, in conjunction with management, to conduct an update of the risk assessment of our compensation programs following the initial risk assessment that had been conducted in 2009. The risk assessment focused on our executive compensation program, as these are the employees whose actions are most likely to expose Bunge to significant business risk. The relevant features of the executive compensation program that mitigate risk are as follows:

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              Additionally, as part of its risk assessment, the Committee also reviewed Bunge's compensation program for employees who engage in trading and related activities within Bunge, whom we refer to collectively as global product line team members. Global product line team members have compensation risk higher than that of the overall employee population in that part of their compensation is linked to the profitability of their trading activities. In order to address and mitigate the potential risks associated with the compensation program for global product line team members, Bunge has implemented the following features:

              The Committee also reviewed the supplemental annual incentive award opportunity for Mr. Padilla, as discussed in "Other Performance-Based Cash Awards" on page 38 of this proxy statement. As this incentive arrangement is materially consistent with the design of the compensation program for global product line team members, the risk mitigating factors that are listed above also apply to the supplemental annual incentive arrangement for Mr. Padilla. As an additional risk mitigator, Bunge has implemented a cap on the award of 250% of base salary.

              Lastly, as part of its risk assessment, the Committee reviewed certain other trading compensation programs maintained by Bunge. These programs are based on a funded pool approach with the pool being tied to a percentage of relevant gross trading profit. Participants in these programs are not eligible for awards under Bunge's Annual Incentive Plan or Bunge's Equity Incentive Plan as their total incentive opportunity is directly tied to their trading performance. In order to address and mitigate the potential risk associated with these programs, Bunge has implemented the following features:

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              The Committee reviewed and discussed the findings of the risk assessment and believes that our compensation programs are appropriately balanced and do not motivate employees to take risks that are reasonably likely to have a material adverse effect on Bunge.

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Summary Compensation Table

              The following table sets forth the compensation of our CEO, our Chief Financial Officer and the other three most highly compensated executive officers (the "Named Executive Officers") who were serving as executive officers as of December 31, 2013.

Name and Position Held
  Year   Salary
($)
  Bonus
($)
  Stock
Awards(1)(2)
($)
  Option
Awards(1)
($)
  Non-Equity
Incentive
Plan
Compensation(3)
($)
  Change in
Pension
Value &
Non-Qualified
Deferred
Compensation
Earnings(4)
($)
  All Other
Compensation
Total(5)
($)
  Total(6)
($)
 

Soren Schroder

    2013     $854,167       $ 2,945,847   $ 1,028,816   $ 1,320,000   $ 161,349   $ 201,113   $ 6,511,292  

Chief Executive Officer(7)

                                                       

Andrew J. Burke

   
2013
   
700,000
   
   
1,746,755
   
808,500
   
900,000
   
207,814
   
28,200
   
4,391,269
 

Chief Financial Officer

    2012     700,000     500,000     929,913     939,750     280,000     575,964     27,700     3,953,327  

    2011     687,500         1,068,000     839,700     700,000     565,923     21,667     3,882,790  

Raul Padilla

   
2013
   
850,000
   
   
743,300
   
808,500
   
2,652,000

(8)
 
338,325
   
34,200
   
5,426,325
 

Managing Director,

    2012     850,000         1,944,363     939,750     3,235,000     292,054     34,200     7,295,367  

Bunge Global

    2011     850,000         712,000     839,700     650,000     265,030     9,800     3,326,530  

Agribusiness and

                                                       

CEO, Bunge Product

                                                       

Lines

                                                       

Gordon Hardie

   
2013
   
550,000
   
   
758,166
   
539,000
   
470,000
   
57,730
   
   
2,374,896
 

Managing Director, Food

    2012     541,667         617,462     626,500     150,000     119,907     12,014     2,067,550  

And Ingredients

                                                       

Vicente Teixeira

   
2013
   
460,000
   
   
758,166
   
539,000
   
420,000
   
68,437
   
18,600
   
2,264,203
 

Chief Personnel Officer

    2012     460,000         561,329     626,500     120,000     301,267     18,600     2,087,696  

    2011     460,000         498,400     587,790     265,000     340,403     18,067     2,169,660  

Alberto Weisser(9)

   
2013
   
1,200,000
   
   
4,967,028
   
   
1,970,000
   
3,354,531
   
48,200
   
11,539,759
 

Former Executive

    2012     1,200,000         4,314,794     4,410,560     540,000     2,225,961     48,200     12,739,515  

Chairman and Former

    2011     1,200,000         3,844,800     4,534,380     1,325,000     2,603,794     48,000     13,555,974  

Chief Executive Officer

                                                       

(1)
The amounts shown reflect the aggregate full grant date fair value for equity awards for financial reporting purposes in accordance with ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2013 (the "Form 10-K") regarding assumptions underlying the valuation of equity awards. Amounts reported for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on Bunge's actual operating performance, stock price fluctuations and the Named Executive Officer's continued employment.
(2)
Based on the full grant date fair value of the performance based restricted stock units granted on March 5, 2013, the following are the maximum payouts, assuming the maximum level of performance is achieved: Mr. Schroder, $1,891,699; Mr. Burke, $1,486,600; Mr. Padilla, $1,486,600; Mr. Hardie, $996,022; and Mr. Teixeira $996,022. On March 5, 2013, the Compensation Committee granted the following time-based restricted stock unit awards ("RSUs") to the following individuals: Mr. Schroder - 26,907 RSUs in connection with his promotion to CEO; Mr. Burke - 13,500 RSUs; Mr. Hardie - 3,500 RSUs; Mr. Teixeira - 3,500 RSUs; and Mr. Weisser - 66,824 RSUs. For additional information on these awards, see "Compensation Discussion and Analysis" on page 24 of this proxy statement.
(3)
Incentive compensation awards under the Annual Incentive Plan for the 2013 fiscal year that were paid in March 2014.
(4)
The aggregate change in the actuarial present value of the accumulated pension benefit as shown in the Pension Benefits Table from year to year. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in actuarial present value from the prior year. For information about the assumptions used, see the Pension Benefits Table on page 53 of this proxy statement. There are no above market or preferential earnings with respect to the non-qualified deferred compensation arrangements.
(5)
Mr. Schroder received Company matching contributions to his 401(k) Plan account of $10,200 and a relocation allowance of $190,913. Mr. Burke received Company matching contributions to his 401(k) Plan account of $10,200 and to his Excess 401(k) Plan account of $18,000. Mr. Padilla received Company matching contributions to his 401(k) Plan account of $10,200 and to his Excess 401(k) Plan account of $24,000. Mr. Teixeira received Company matching contributions to his 401(k) Plan account of $10,200 and to his Excess 401(k) Plan account of $8,400. Mr. Weisser received Company matching contributions to his 401(k) Plan account of $10,200 and to his Excess 401(k) Plan account of $38,000. Mr. Hardie did not participate in the 401(k) Plan and Excess 401(k) Plan in 2013.
(6)
Represents total of all columns in table.
(7)
Mr. Schroder served as Chief Executive Officer of Bunge North America, Inc. through May 31, 2013 and as our CEO effective June 1, 2013. Compensation reported is his annual rate of base salary for service as Chief Executive Officer of Bunge North America, Inc. through May 31, 2013 ($650,000) and his annual rate of base salary for service as our CEO from June 1 through December 31, 2013 ($1,000,000).
(8)
Includes an incentive compensation award paid under the Annual Incentive Plan ($1,025,000) and a supplemental annual incentive award ($1,627,000) based on agribusiness product line trading performance in 2013. $638,500 of the supplemental annual incentive award was mandatorily deferred and is payable in two installments on March 31, 2015 and March 31, 2016, subject to reduction or forfeiture in the event of (i) a cumulative annual trading loss for Bunge's agribusiness product lines during the deferral period, (ii) Mr. Padilla's resignation of employment for any reason or (iii) Mr. Padilla's termination of employment for "cause."
(9)
Mr. Weisser served as our CEO through May 31, 2013, and continued as our Executive Chairman until the expiration of his term as Executive Chairman effective December 31, 2013. Compensation reported is for his service as our CEO through May 31, 2013 and for his service as Executive Chairman from June 1 through December 31, 2013.

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Grants of Plan-Based Awards Table

              The following table sets forth information with respect to awards under our Annual Incentive Plan and Equity Incentive Plan to the Named Executive Officers for the fiscal year ended December 31, 2013.

 
   
   
   
   
   
   
   
   
  All Other
Options
Awards:
Number of
Securities
Underlying
Options(3)
(#)
   
   
   
 
 
   
  Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
  Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
  All Other
Stock
Awards:
Number of
Shares or
Units
(#)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
   
  Grant Date
Fair Value
of Stock
and Option
Awards(4)
($)
 
 
   
  Closing
Price on
Grant Date
($)
 
Names
  Grant
Date
  Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
 

Soren Schroder

    03/05/13   $ 326,400   $ 1,088,000   $ 2,720,000     6,363     12,725     25,450                     $ 74.60     $945,849  

    03/05/13                                               38,175   $ 74.33     74.60     1,028,816  

    03/05/13                                         26,907 (5)               74.60     1,999,997  

Andrew J. Burke

   
03/05/13
   
210,000
   
700,000
   
1,750,000
   
5,000
   
10,000
   
20,000
                     
74.60
   
743,300
 

    03/05/13                                               30,000     74.33     74.60     808,500  

    03/05/13                                         13,500 (6)               74.60     1,003,455  

Raul Padilla

   
03/05/13
   
255,000
   
850,000
   
2,125,000
   
5,000
   
10,000
   
20,000
                     
74.60
   
743,300
 

    03/05/13                                               30,000     74.33     74.60     808,500  

Gordon Hardie

   
03/05/13
   
123,900
   
413,000
   
1,032,500
   
3,350
   
6,700
   
13,400
                     
74.60
   
498,011
 

    03/05/13                                               20,000     74.33     74.60     539,000  

    03/05/13                                         3,500 (7)               74.60     260,155  

Vicente Teixeira

   
03/05/13
   
103,500
   
345,000
   
862,500
   
3,350
   
6,700
   
13,400
                     
74.60
   
498,011
 

    03/05/13                                               20,000     74.33     74.60     539,000  

    03/05/13                                         3,500 (7)               74.60     260,155  

Alberto Weisser

   
03/05/13
   
540,000
   
1,800,000
   
4,500,000
                     
66,824

(8)
             
74.60
   
4,967,028
 

(1)
Represent the range of annual cash incentive award opportunities under the Company Annual Incentive Plan.
(2)
Represent the range of shares that may be released at the end of the 2013-2015 performance period for performance based restricted stock units ("PBRSUs") awarded under the Company Equity Incentive Plan ("EIP"). Payment of the award is subject to the achievement of certain Company financial metrics during the performance period. For additional discussion, see "PBRSU Awards" on page 40 of this proxy statement.
(3)
On March 4, 2013, the Compensation Committee took action to grant stock options to the Named Executive Officers effective as of March 5, 2013. Under the EIP, the exercise price of the stock options was determined based on the average of the high and low sale prices of Bunge's common shares on the New York Stock Exchange on the grant date of the option (March 5, 2013). The average of the high and low sale prices of Bunge's common shares on the New York Stock Exchange on March 5, 2013 was $74.33. March 5, 2013 is the grant date of the stock options for purposes of ASC Topic 718. The stock options vest in three equal installments commencing on the first anniversary of the date of grant and generally remain exercisable until the tenth anniversary of the date of grant.
(4)
This column shows the full grant date fair value of PBRSUs, stock options and time-based restricted stock units (as applicable) under ASC Topic 718 granted to the Named Executive Officers in 2013. Generally, the full grant date fair value is the amount the Company would expense in its financial statements over the award's vesting schedule. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards.
(5)
Represents the number of time-based restricted stock unit awards that fully vest on the third anniversary of the date of grant subject to continued employment. Prior to settlement, each unit entitles the grantee to receive dividend equivalents payable in Bunge common shares, subject to vesting.
(6)
Represents the number of time-based restricted stock unit awarded that vest in two installments beginning on the first anniversary of the date of grant subject to the completion of the sale of Bunge's fertilizer blending and distribution business and his continued employment. Prior to settlement, each unit entitles the grantee to receive dividend equivalents payable in Bunge common shares, subject to vesting.
(7)
Represents the number of time-based restricted stock unit awarded that fully vest on the first anniversary of the date of grant subject to continued employment. Prior to settlement, each unit entitles the grantee to receive dividend equivalents payable in Bunge common shares, subject to vesting.
(8)
Represents the number of time-based RSUs that fully vest on December 31, 2013 subject to continued employment and the satisfaction of certain performance and CEO transition related objectives. Prior to settlement, each unit entitles the grantee to receive dividend equivalents payable in Bunge common shares, subject to vesting.

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Outstanding Equity Awards Table

              The following table sets forth information with respect to all outstanding equity awards held by the Named Executive Officers as of December 31, 2013.

 
  Option Awards(1)   Stock Awards(2)
 
  Date of
Grant
  Number of
Securities
Underlying
Unexercised
Options
(#
Exercisable)
  Number of
Securities
Underlying
Unexercised
Options
(#
Unexercisable)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Date of
Grant
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
Held That
Have Not
Yet Vested
(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights Held
That Have
Not Vested
($)

Soren Schroder

  02/24/06   3,333     $57.01   02/24/16            

  02/27/07   4,300     80.06   02/27/17   02/29/12(3)   12,500   $1,026,375

  02/29/08   4,350     110.75   02/28/18   03/05/13(4)   12,725   1,044,850

  03/13/09   4,500     51.61   03/13/19   03/05/13(5)   26,907   2,209,334

  03/03/10   25,000     61.60   03/03/20            

  03/02/11   20,000   10,000   71.20   03/02/21            

  02/29/12   12,500   25,000   67.63   02/28/22            

  03/05/13     38,175   74.33   03/05/23            

Andrew J. Burke

 

02/25/05

 
11,400
 
 
52.66
 

02/25/15

           

  02/24/06   13,800     57.01   02/24/16   02/29/12(3)   12,500   1,026,375

  02/27/07   12,500     80.06   02/27/17   03/05/13(4)   10,000   821,100

  02/29/08   9,000     110.75   02/28/18   03/02/11(6)   1,666   136,795

  03/13/09   14,000     51.61   03/13/19   03/05/13(7)   13,500   1,108,485

  03/03/10   15,000     61.60   03/03/20            

  03/02/11   20,000   10,000   71.20   03/02/21            

  02/29/12   12,500   25,000   67.63   02/28/22            

  03/05/13     30,000   74.33   03/05/23            

Raul Padilla

 

03/11/04

 
20,000
 
 
37.08
 

03/11/14

           

  02/25/05   13,500     52.66   02/25/15            

  02/24/06   15,000     57.01   02/24/16   02/29/12(3)   12,500   1,026,375

  02/27/07   12,500     80.06   02/27/17   03/05/13(4)   10,000   821,100

  02/29/08   9,000     110.75   02/28/18            

  03/13/09   14,000     51.61   03/13/19            

  03/03/10   15,000     61.60   03/03/20            

  03/02/11   20,000   10,000   71.20   03/02/21            

  02/29/12   12,500   25,000   67.63   02/28/22            

  03/05/13     30,000   74.33   03/05/23            

Gordon Hardie

 

02/29/12

 
8,334
 
16,666
 
67.63
 

02/28/22

 

02/29/12(3)

 
8,300
 
681,513

  03/05/13     20,000   74.33   03/05/23   03/05/13(4)   6,700   550,137

                      10/01/11(8)   3,000   246,330

                      03/05/13(9)   3,500   287,385

Vicente Teixeira

 

02/29/08

 
7,000
 
 
110.75
 

02/28/18

           

  03/13/09   14,000     51.61   03/13/19   02/29/12(3)   8,300   681,513

  03/03/10   15,000     61.60   03/03/20   03/05/13(4)   6,700   550,137

  03/02/11   14,000   7,000   71.20   03/02/21   03/05/13(9)   3,500   287,385

  02/29/12   8,334   16,666   67.63   02/28/22            

  03/05/13     20,000   74.33   03/05/23            

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  Option Awards(1)   Stock Awards(2)
 
  Date of
Grant
  Number of
Securities
Underlying
Unexercised
Options
(#
Exercisable)
  Number of
Securities
Underlying
Unexercised
Options
(#
Unexercisable)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Date of
Grant
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
Held That
Have Not
Yet Vested
(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights Held
That Have
Not Vested
($)

Alberto Weisser

 

02/25/05

  95,000     52.66  

02/25/15

           

  02/24/06   110,000     57.01   02/24/16            

  02/27/07   110,000     80.06   02/27/17            

  02/29/08   76,000     110.75   02/28/18            

  03/13/09   129,000     51.61   03/13/19            

  03/03/10   139,000     61.60   03/03/20            

  03/02/11   162,000     71.20   03/02/21            

  02/29/12   176,000     67.63   02/28/22            

(1)
Represents grants made from 2004-2013. Options vest in one-third installments on the first, second and third anniversaries of their respective date of grant. All options have a 10-year term. Unless otherwise noted, outstanding equity awards are fully vested as of December 31, 2013.
(2)
Value of unvested restricted stock units using a share price of $82.11, the closing price of Bunge common shares on December 31, 2013. PBRSUs for the 2011-2013 performance cycle are not included in the table because the number of shares paid out based on the actual performance attained as of December 31, 2013 is reported in the Option Exercises and Stock Vested Table in this proxy statement. The time-based RSUs awarded to Mr. Weisser on March 5, 2013 and the PBRSUs awarded to him for the 2012-2014 performance period that vested on December 31, 2013 are not included in the table and are reported in the Grants of Plan-Based Award Table and/or the Option Exercises and Stock Vested Table in this proxy statement.
(3)
Payment amount of the PBRSUs will be determined as of December 31, 2014 based on satisfaction of target performance measures for the 2012-2014 performance period. Employee must generally be employed on the vesting date.
(4)
Payment amount of the PBRSUs will be determined as of December 31, 2015 based on satisfaction of target performance measures for the 2013-2015 performance period. Employee must generally be employed on the vesting date.
(5)
Time-based RSUs that fully vest on March 5, 2016.
(6)
Time-based RSUs that vest ratably in three equal installments commencing on March 2, 2012.
(7)
Time-based RSUs that vest ratably in two equal installments commencing on March 5, 2014, subject to the completion of the sale of the fertilizer blending and distribution business.
(8)
Time-based RSUs that vest ratably in three equal installments commencing on October 1, 2012.
(9)
Time-based RSUs that fully vest on March 5, 2014.

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Option Exercises and Stock Vested Table

              The following table sets forth information with respect to the exercise of stock options and restricted stock units awarded to the Named Executive Officers that vested or were earned during 2013.

 
  Option Awards   Stock Awards  
Name   Number of
Shares
Acquired on
Exercise
(#)
  Value
Realized
Upon
Exercise
($)
  Number of
Shares
Acquired on
Vesting
(#)
  Value
Realized
Upon
Vesting
($)
 

Soren Schroder

                2,784 (1)   206,517  

                15,239 (2)   1,125,214  

                5,650 (3)   448,746  

Andrew J. Burke

   
20,000

(4)
 
$873,952

(5)
 
1,715

(6)
 
125,148
 

                5,650 (3)   448,746  

Raul Padilla

               
15,239

(2)
 
1,125,214
 

                2,763 (7)   196,974  

                5,650 (3)   448,746  

Gordon Hardie

               
3,092

(8)
 
234,497
 

Vicente Teixeira

               
3,955

(3)
 
314,122
 

Alberto Weisser

   
112,000

(4)
 
5,343,979

(9)
 
30,542

(3)
 
2,425,735
 

    95,501 (4)   3,777,456 (10)   34,800 (11)   2,765,556  

    34,499 (4)   1,341,559 (12)   66,824 (13)   5,310,504  

(1)
Represents time-based restricted stock units that vested on January 1, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by the average of the high and low sale prices of Bunge's common shares on January 4, 2013 ($74.18).
(2)
Represents time-based restricted stock units that vested on February 28, 2013 and March 4, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by a weighted average of the high and low sale prices of Bunge's common shares on February 28, 2013 ($73.85) and March 4, 2013 ($73.07).
(3)
Represents PBRSUs awarded for the 2011-2013 performance period that settled on February 28, 2014. Value realized upon settlement was determined by multiplying the number of shares acquired on vesting by a weighted average of the high and low sale prices of Bunge common shares on March 2, 2014 ($79.47) and March 3, 2014 ($78.43).
(4)
Represents the total number of Bunge common shares acquired upon exercise of stock options.
(5)
Value realized upon exercise is based on the actual sales price of the Bunge common shares acquired upon exercise: November 19, 2013 ($80.78), minus the exercise price of the stock options.
(6)
Represents time-based restricted stock units that vested on March 2, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by a weighted average of the high and low sale prices of Bunge's common shares on March 2, 2013 ($72.97) and March 4, 2013 ($73.07).
(7)
Represents time-based restricted stock units that vested on July 1, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by the average of the high and low sale prices of Bunge's common shares on July 1, 2013 ($71.29).
(8)
Represents time-based restricted stock units that vested on October 1, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by the average of the high and low sale prices of Bunge's common shares on October 1, 2013 ($75.84).
(9)
Value realized upon exercise is based on the actual sales price of the Bunge common shares acquired upon exercise: March 1, 2013 ($72.93), minus the exercise price of the stock options.
(10)
Value realized upon exercise is based on the actual sales price of the Bunge common shares acquired upon exercise: August 15, 2013 ($76.63), minus the exercise price of the stock options.
(11)
Represents PBRSUs awarded for the 2012-2014 performance period in connection with Mr. Weisser's termination of employment on December 31, 2013 as per the terms of his employment agreement. Value realized upon settlement on February 28, 2014 was determined by multiplying the number of shares acquired on vesting by an average of the high and low sale prices of Bunge common shares on February 28, 2014 ($79.47).
(12)
Value realized upon exercise is based on the actual sales price of the Bunge common shares acquired upon exercise: August 16, 2013 ($75.97), minus the exercise price of the stock options.
(13)
Represents time-based restricted stock units that vested on December 31, 2013. Value realized upon vesting was determined by multiplying the number of shares acquired by an average of the high and low sale prices of Bunge common shares on the date the award was settled, February 28, 2014 ($79.47)

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Table of Contents


Pension Benefits Table

              The following table sets forth pension benefit information for the Named Executive Officers with respect to each defined benefit pension plan in which such executive participates as of December 31, 2013.

Name   Plan Name   Number of
Years of
Credited
Service
(#)
  Present Value
of
Accumulated
Benefits
($)(1)
  Payments
During Last
Fiscal Year
($)
 

Soren Schroder

  Pension Plan     8        $193,860      

  SERP     8        289,508      

  Excess Plan     8        594,938      

Andrew J. Burke

 

Pension Plan

   
12   
   
426,428
   
 

  SERP     12        633,487      

  Excess Plan     12        1,300,110      

Raul Padilla

 

Pension Plan

   
3   
   
114,822
   
 

  SERP     3        248,167      

  Excess Plan     3        564,088      

Gordon Hardie

 

Pension Plan

   
2   
   
49,085
   
 

  SERP     2        27,994      

  Excess Plan     2        100,558      

Vicente Teixeira

 

Pension Plan

   
5.3
   
177,240
   
 

  SERP     8.3 (2)   442,483      

  Excess Plan     8.3 (2)   275,901      

Alberto Weisser

 

Pension Plan

   
14   
   
552,312
   
 

  Weisser SERP(3)     14        16,559,266      

(1)
Amounts were calculated as of December 31, 2013, using assumptions that were used for Bunge's audited consolidated financial statements based on the earliest age that an individual could receive an unreduced pension benefit. See Note 19 to the audited consolidated financial statements in the Form 10-K for material assumptions.
(2)
Pursuant to Mr. Teixeira's employment offer letter, he is provided five years of additional credited service for purposes of calculating his pension benefit under the SERP and Excess Benefit Plan. One year of additional credited service will be credited on each of Mr. Teixeira's first, third, fourth, sixth and seventh anniversary of his service in the U.S. Mr. Teixeira completed five years of service as of December 31, 2013 and has been credited with three years of additional credited service. The pension benefits attributable to the additional years of credited service for the Excess Benefit Plan and the SERP are reflected in the amount shown in the table for the SERP.
(3)
Amount was calculated based on the terms set forth in the Weisser SERP. Effective 2008, Mr. Weisser ceased participation in the Excess Benefit Plan and any amounts that would have otherwise been payable based on his participation in the Excess Benefit Plan are payable pursuant to the Weisser SERP.


Retirement Plan Benefits

              The Named Executive Officers are eligible to receive retirement benefits under the Pension Plan, the SERP and the Excess Benefit Plan. While Mr. Weisser does not participate in the SERP and the Excess Benefit Plan, he will receive a supplemental pension benefit under the terms of the Weisser SERP. Information regarding each of these plans is set forth below.

The Pension Plan

              The Pension Plan is a tax qualified retirement plan that covers substantially all of our U.S.-based salaried and non-union hourly employees. The Pension Plan pays benefits at retirement to participants who terminate employment or retire from Bunge after meeting the eligibility requirements for a benefit. The Pension Plan provides pension benefits based on: (i) the participant's highest average

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Table of Contents

salary for 60 consecutive months within the 120 consecutive months prior to termination of employment ("final average salary") and (ii) the participant's length of service.

              A participant's annual benefit is calculated as (i) 1% of his or her final average salary multiplied by his or her years of benefit service and (ii) 0.5% of his or her final average salary over the average of the social security wage base multiplied by years of benefit service to a maximum of 35 years. For purposes of the Pension Plan, average social security wage base means the average of the social security wage base during the 35-year period preceding the participant's social security retirement age. For purposes of the Pension Plan, a participant's salary for a year is deemed to include base salary and 50% of any award under our annual incentive plans for that year. Because the Pension Plan is a tax qualified retirement plan, a participant's salary is restricted by the compensation limit imposed by the Internal Revenue Code. For 2013, this salary limit was $255,000. If a participant's salary exceeds this limit, such amounts are subject to the non-tax qualified retirement plans described below.

              Participants are entitled to an annual pension benefit for life, payable in equal monthly installments. Participants may earn increased pension benefits by working additional years. The normal retirement age under the Pension Plan at which a participant may receive an unreduced normal retirement benefit is age 65. Participants who complete 10 or more years of service with the Company may elect to receive an early retirement benefit following attainment of age 55. Mr. Burke and Mr. Padilla are eligible to elect to receive an early retirement benefit. Benefits payable to a participant who retires between ages 60 and 62 are subject to a 0.4% reduction for each month before age 62 and a 0.5% reduction for each month between ages 55 and 59. Participants who have 10 years of service and retire on or after age 62 are eligible to receive an unreduced early retirement benefit.

              The present value estimates shown in the Pension Benefits Table assume payment in the form of a single life annuity of the Named Executive Officer's accrued benefit under the Pension Plan, based on a participant's salary and service through December 31, 2013 (the Pension Plan measurement date for financial reporting purposes) and commencing on the earliest date that benefits are available unreduced. The present value assumes a discount rate of 5.20% and mortality as set forth in the RP 2000 mortality table.

The Excess Benefit Plan

              The Excess Benefit Plan, a non-tax qualified retirement plan, is designed to restore retirement benefits that cannot be paid from the Pension Plan due to the Internal Revenue Code limits described above. The benefit provided under the Excess Benefit Plan will equal the difference between (i) the benefit that would have been earned under the Pension Plan, without regard to any Internal Revenue Code limitations, and (ii) the actual benefit payable from the Pension Plan. All Named Executive Officers in the Pension Plan (except for Mr. Weisser) are potentially eligible to participate in the Excess Benefit Plan, provided that their Pension Plan benefits are limited by the Internal Revenue Code.

              Benefits payable under the Excess Benefit Plan are payable to participants following termination of employment on the later of the first day of the month following the participant's (i) six-month anniversary of termination of employment or (ii) 65th birthday, or if the participant has 10 years of service, the first day of the month following the participant's 62nd birthday, in accordance with the applicable restrictions set forth in Section 409A of the Internal Revenue Code. All amounts under the Excess Benefit Plan are paid out of the Company's general assets.

              The present value estimates shown in the Pension Benefits Table for accumulated benefits under the Excess Benefit Plan are determined using the same payment, discount rate and mortality assumptions as were used to estimate the values shown for the Pension Plan.

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Table of Contents

The SERP

              We have adopted the SERP, a non-tax qualified retirement plan, to attract, retain and reward certain key employees whose benefits under the Pension Plan and the Excess Benefit Plan are limited by the definition of compensation in the Pension Plan and further limited by the Internal Revenue Code. The Board designates those key employees who are eligible to participate in the SERP.

              A participant's SERP benefit equals the amount that his or her benefit would equal if the Pension Plan (i) included 100% of such participant's bonus compensation when calculating his or her benefit and (ii) was administered without regard to any Internal Revenue Code limitation over any amounts payable to such participant under the Pension Plan and/or Excess Benefit Plan, as applicable.

              Benefits payable under the SERP are paid coincident with and in the same distribution form and manner as the payment of the participant's benefit under the Excess Benefit Plan, subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code. All amounts under the SERP are paid out of the Company's general assets.

              The present value estimates shown in the Pension Benefits Table for accumulated benefits under the SERP are determined using the same payment, discount rate and mortality assumptions as were used to estimate the values shown for the Pension Plan.

The Weisser SERP

              Pursuant to the Weisser SERP, Mr. Weisser is entitled to receive a supplemental pension benefit (the "Supplemental Benefit"), subject to meeting certain conditions under his employment agreement.

              The Supplemental Benefit in the Weisser SERP is comprised of two components. The first component mirrors the benefits that Mr. Weisser would otherwise receive if he participated in the Excess Benefit Plan (the "Excess Benefit Component") and the second component represents benefits that Mr. Weisser would receive under the supplemental retirement benefit formula (the "SERP Component"). Mr. Weisser is fully vested in his benefits under the Excess Benefit Component and the SERP Component.

              The Supplemental Benefit will be paid to Mr. Weisser six months following his termination of employment. The Supplemental Benefit will equal an amount that, when added to Mr. Weisser's retirement benefits payable on a single annuity basis under the Pension Plan, equals the sum of 45% of Mr. Weisser's average annual base salary and annual bonus compensation during the five-year period preceding his termination of employment. If Mr. Weisser commences the Supplemental Benefit before age 65, such benefit will be reduced by (i) 2% per year for each year that such benefit commences from age 60 and before age 65 and (ii) 6% per year for each year that such benefit commences from age 55 and before age 60. Additionally, Mr. Weisser may elect to receive the Supplemental Benefit in the form of a (i) single life annuity; (ii) 100% qualified joint and survivor annuity; (iii) 75% qualified joint and survivor annuity; (iv) 662/3% qualified joint and survivor annuity; (v) 50% qualified joint and survivor annuity; (vi) single life annuity with a 10-year term certain payment option; or (vii) 100% qualified joint and survivor annuity with a 10-year term certain payment option.

              Mr. Weisser will forfeit the SERP Component of the Supplemental Benefit in the event (i) he breaches the confidentiality, noncompetition or nonsolicitation covenants provided for in his employment agreement; or (ii) he dies prior to the commencement of Supplemental Benefit, in which case, his surviving spouse will receive a death benefit.

              If Mr. Weisser dies prior to the commencement of his Supplemental Benefit, his surviving spouse will receive a death benefit in the form of a 100% joint and survivor annuity with a 10-year term certain equal to the survivor benefit that would have been payable if Mr. Weisser had retired as of the date of his death. Additionally, Mr. Weisser's surviving spouse may elect to receive the death

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benefit in the form of a 100% joint and survivor annuity. If Mr. Weisser dies after the commencement of his Supplemental Benefit, the survivor benefit payable to his surviving spouse is based on the annuity form he elected at the time of his retirement. Mr. Weisser's surviving spouse will not receive a death benefit if Mr. Weisser dies after the commencement of his Supplemental Benefit and elected to receive a single life annuity.

              The present value estimate shown in the Pension Benefits Table for Mr. Weisser's accumulated benefits under the Weisser SERP is determined (i) using the same payment, discount rate and mortality assumptions as were used to estimate the values shown for the Pension Plan and (ii) based on his election to receive his benefit in the form of 50% joint and survivor annuity.


Nonqualified Deferred Compensation Table

              The following table sets forth certain information with respect to our nonqualified deferred compensation plans in which the Named Executive Officers participate as of December 31, 2013.

 
  Nonqualified Deferred Compensation  
Name   Executive
Contributions
in Last FY
($)
  Registrant
Contributions
in Last FY(1)
($)
  Aggregate
Earnings in
Last FY
($)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate
Balance at
Last FYE
($)
 

Soren Schroder

            $1,714         $10,633  

Andrew J. Burke

        18,000     40,919         173,802  

Raul Padilla

    638,500 (2)   24,000     8,258     179,506 (3)   696,223 (4)

Gordon Hardie

                     

Vicente Teixeira

        8,400     3,674         37,188  

Alberto Weisser

        38,000     152,187         659,209  

(1)
The amount set forth for each Named Executive Officer is reported in the "All Other Compensation" column of the Summary Compensation Table.
(2)
Represents a portion of the supplemental annual incentive award made to Mr. Padilla that was mandatorily deferred. This amount is payable in two installments on March 31, 2015 and March 31, 2016, subject to reduction or forfeiture in the event of (i) a cumulative annual trading loss for Bunge's agribusiness product lines during the deferral period, (ii) Mr. Padilla's resignation of employment for any reason or (iii) Mr. Padilla's termination of employment for "cause."
(3)
Represents a portion of the supplemental annual incentive award previously made to Mr. Padilla that was mandatorily deferred, as reported in the 2011 proxy statements. This amount was paid on March 31, 2013.
(4)
Mr. Padilla's aggregate account balance as of December 31, 2013 consisted of (i) $638,500, representing the supplemental annual incentive award made to him in March 2013 that was mandatorily deferred and (ii) $57,723, representing his aggregate Excess 401(k) Plan contributions and cumulative earnings thereon.

401(k) Plan

              The Company sponsors the 401(k) Plan, a tax-qualified retirement plan that covers substantially all of Bunge's U.S.-based salaried and non-union hourly employees. Participants may contribute up to 50% of their compensation on a before-tax basis into their 401(k) Plan accounts. In addition, the Company matches an amount equal to 100% for each dollar contributed by participants on the first 3% of their regular earnings and 50% for each dollar contributed on the next 2% of their regular earnings.

              Because the 401(k) Plan is a tax qualified retirement plan, the Internal Revenue Code limits the "additions" that can be made to a participant's 401(k) plan account each year (for 2013, $51,000). "Additions" include Company matching contributions and before-tax contributions made by a participant. In addition, the Internal Revenue Code limits the amount of annual compensation that may be taken into account in computing benefits under the 401(k) Plan. In 2013, this compensation limit was $255,000. Participants may also direct the investment of their 401(k) Plan accounts into several investment alternatives, including a Bunge common share fund.

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Excess Contribution Plan

              The Company sponsors the Excess Contribution Plan, which is a non-tax qualified defined contribution plan that is designed to restore retirement benefits that cannot be paid from the 401(k) Plan due to Internal Revenue Code limits. Participants in the 401(k) Plan are eligible to participate in the Excess Contribution Plan, provided that their 401(k) Plan benefits are limited by the Internal Revenue Code.

              The amounts shown as "Registrant Contributions" represent Company matching contributions made under the Excess Contribution Plan to the Named Executive Officers and are also reported in the "All Other Compensation" column of the Summary Compensation Table. The benefit provided under the Excess Contribution Plan is equal to the difference between the benefit that would have been earned under the 401(k) Plan, without regard to any Internal Revenue Code limits, and the actual benefit provided under the 401(k) Plan. A Participant's account balance is credited with the same investment return as the investment alternatives he or she selected under the 401(k) Plan (including the Bunge common share fund).

              Payments are made from the Company's general assets in a lump sum cash payment following a participant's termination of employment, subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code.

Bunge Limited Employee Deferred Compensation Plan (the "Deferred Compensation Plan")

              The Deferred Compensation Plan, which is a non-tax qualified deferred compensation plan, is designed to provide participants with an opportunity to defer receipt of current income into the future on a tax-deferred basis. Amounts deferred into the Deferred Compensation Plan are shown as "Executive Contributions" and are reported in the Summary Compensation Table and, in the case of PBRSUs, have previously been reported.

              Eligible employees (including the Named Executive Officers) who meet the minimum base salary level may participate in the Deferred Compensation Plan. For 2013, the minimum base salary level required to participate in the Deferred Compensation Plan was $255,000.

              The Deferred Compensation Plan allows participants to voluntarily defer from 1% to 10% of their base salary and 10% to 100% of their annual incentive compensation and PBRSUs. Gains and losses are credited based on a participant's election of a variety of deemed investment choices.

              Subject to the applicable restrictions set forth in Section 409A of the Internal Revenue Code, a Participant may elect to defer receipt of income for any period not less than 36 months from the date of deferral and will receive a distribution of his or her account following the end of his or her elected deferral period or death. Subject to applicable restrictions set forth in Section 409A of the Internal Revenue Code, participants may elect to receive payment of their deferred account balance in a lump sum or in up to 25 annual installments. Distributions of a participant's account are made in cash and from Bunge's general assets.


Potential Payments Upon Termination of Employment or Change of Control

              The Company has entered into certain agreements and maintains certain plans that will require us to provide compensation to the Named Executive Officers in the event of certain terminations of employment. The amount of compensation payable to the Named Executive Officer in each situation is shown in the table below. The amounts assume that the respective termination of employment event occurred on December 31, 2013.

              These amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the Named Executive Officers, which would only be known at the time that they become eligible for payment. The amounts are in addition to (i) vested or accumulated benefits generally under Bunge's defined benefit pension plans, 401(k) plans, and non-qualified deferred compensation plans, which are set forth in the disclosure tables above; (ii) benefits paid by insurance providers under life and disability insurance policies; and (iii) benefits generally available to U.S. salaried employees, such as accrued vacation.

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              Unless stated otherwise, the value of unvested and accelerated stock options shown in the tables below have been determined by multiplying (i) the number of unvested stock options that would have been accelerated by (ii) the difference between (x) the exercise price of the stock option and (y) the average of the high and low sale prices of Bunge's common shares on December 31, 2013 ($82.11). Likewise, the value of unvested restricted stock unit awards shown in the tables below have been determined by multiplying (i) the number of unvested restricted stock units that would have been accelerated by (ii) the average of the high and low sale prices of Bunge's common shares on December 31, 2013.

Name   Executive Benefits and Payments
Upon Termination(1)
  Death, Disability or
Retirement
($)
  Termination without
Cause or Resignation
for Good Reason
($)
  Change of Control
followed by
Termination
without Cause or
Resignation for
Good Reason
($)
 

Soren Schroder

 

Compensation(2)

                   

 

Severance

  $   $ 2,935,000   $ 4,400,000  

 

ProRata Annual

    1,400,000     1,400,000     1,400,000  

 

Incentive Plan Award

                   

 

Medical Continuation

        6,600     19,800  

 

Equity Incentive Plan(3)

                   

 

Performance-Based Restricted Stock Units

                   

 

    2012–2014

    628,411     1,025,500     1,025,500  

 

    2013–2015

    286,970     1,043,959     1,043,959  

 

Stock Options Unvested and Accelerated

    762,979     762,979     762,979  

 

Time-Based RSUs Unvested and Accelerated

    2,207,450     2,207,450     2,207,450  
                   

 

Total

    5,285,810     9,381,488     10,859,688  

Andrew J. Burke

 

Compensation(4)

                   

 

Severance

        1,400,000      

 

ProRata Annual Incentive Plan Award

    700,000     700,000      

 

Equity Incentive Plan(3)

                   

 

Performance-Based Restricted Stock Units

                   

 

2012–2014

    628,411     628,411      

 

    2013–2015

    225,516     225,516      

 

Stock Options Unvested and Accelerated

    699,950     365,625      

 

Time-Based RSUs Unvested and Accelerated

    1,244,219          
                   

 

Total

    3,498,096     3,319,553      

Raul Padilla

 

Compensation(5)

                   

 

Severance

        1,700,000      

 

ProRata Annual Incentive Plan Award

    850,000     850,000      

 

Equity Incentive Plan(3)

                   

 

Performance-Based Restricted Stock Units

                   

 

    2012–2014

    628,411     628,411      

 

    2013–2015

    225,516     225,516      

 

Stock Options Unvested and Accelerated

    699,950     365,625      

 

Time-Based RSUs Unvested and Accelerated

             
                   

 

Total

    2,403,877     3,769,533      

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Name   Executive Benefits and Payments
Upon Termination(1)
  Death, Disability or
Retirement
($)
  Termination without
Cause or Resignation
for Good Reason
($)
  Change of Control
followed by
Termination
without Cause or
Resignation for
Good Reason
($)
 

Gordon Hardie

 

Compensation(6)

                   

 

Severance

        962,500      

 

ProRata Annual Incentive Plan Award

    412,500     412,500      

 

Equity Incentive Plan(3)

                 

 

Performance-Based Restricted Stock Units

                 

 

    2012–2014

    417,265     417,265        

 

    2013–2015

    151,096     151,096      

 

Stock Options Unvested and Accelerated

    394,357     171,483      

 

Time-Based RSUs Unvested and Accelerated

    533,260          
                   

 

Total

    1,908,478     2,114,844      

Vicente Teixeira

 

Compensation(7)

                   

 

Severance

        805,000      

 

ProRata Annual Incentive Plan Award

    345,000     345,000      

 

Equity Incentive Plan(3)

                   

 

Performance-Based Restricted Stock Units

                   

 

    2012–2014

    417,265     417,265      

 

    2013–2015

    151,096     151,096      

 

Stock Options Unvested and Accelerated

    470,237     247,363      

 

Time-Based RSUs Unvested and Accelerated

    287,140          
                   

 

Total

    1,670,738     1,965,724      

(1)
Total does not include vested amounts or accumulated benefits through December 31, 2013, including vested stock options, accumulated retirement benefits and amounts under deferred compensation plans, as those amounts are set forth in the disclosure tables above.
(2)
For purposes of this table, Mr. Schroder's compensation for 2013 is as follows: base salary equal to $1,000,000 and a target annual bonus equal to $1,400,000.
(3)
For disclosure purposes only, we have assumed that target performance measures were achieved for performance-based awards as of December 31, 2013.
(4)
For purposes of this table, Mr. Burke's compensation for 2013 is as follows: base salary equal to $700,000 and a target annual bonus equal to $700,000. Pursuant to Mr. Burke's employment offer letter dated December 4, 2001, as amended, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance-related, Mr. Burke will receive his pro-rated AIP award for the year in which his employment is terminated. For disclosure purposes only, we have assumed that the termination was not performance-related. Such benefits would be contingent upon delivery of a release of any employment-related claims against the Company in a form mutually agreeable to Mr. Burke and the Company.
(5)
For purposes of this table, Mr. Padilla's compensation for 2013 is as follows: base salary equal to $850,000 and a target annual bonus equal to $850,000. Pursuant to Mr. Padilla's employment offer letter effective as of July 1, 2010, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance-related, Mr. Padilla will receive his pro-rated AIP award for the year in which his employment is terminated. For disclosure purposes only, we have assumed that the termination was not performance-related. Such benefits would be contingent upon delivery of a

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(6)
For purposes of this table, Mr. Hardie's compensation for 2013 is as follows: base salary equal to $550,000 and a target annual bonus equal to $412,500. Pursuant to Mr. Hardie's offer letter effective June 14, 2011, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus his target AIP award. In addition, if the termination is not performance-related, Mr. Hardie will receive his pro-rated AIP award for the year in which his employment is terminated. For disclosure purposes only, we have assumed that the termination was not performance-related. Such benefits would be contingent upon delivery of a release of any employment-related claims against the Company in a form mutually agreeable to Mr. Hardie and the Company.
(7)
For purposes of this table, Mr. Teixeira's compensation for 2013 is as follows: base salary equal to $460,000 and a target annual bonus equal to $345,000. Pursuant to Mr. Teixeira's employment offer letter effective February 1, 2008, if his employment is terminated under circumstances that would call for severance pay under the Company's severance program, he is entitled to the greater of (i) the standard severance benefits of the Company at the time of termination or (ii) a payment equivalent to 12 months of his then base salary, plus 12 months of his target AIP award. In addition, if the termination is not performance-related, Mr. Teixeira will receive his pro-rated AIP award for the year in which his employment is terminated. For disclosure purposes only, we have assumed that the termination was not performance-related. Such benefits would be contingent upon delivery of a release of any employment related claims against the Company in a form mutually agreeable to Mr. Teixeira and the Company.

              Weisser Employment Agreement – Termination Provisions.    Upon his termination of employment with Bunge, Mr. Weisser was entitled to the following payments and benefits pursuant to his employment agreement:

              The estimated value of the payments and benefits provided to Mr. Weisser is set forth in the table below.

Payment or Benefit   Amount  

Intrinsic value of unvested stock options

  $ 2,276,114  

Value of 2011 – 2013 PBRSUs

    2,425,735  

Value of 2012 – 2014 PBRSUs

    2,765,556  

Present value of incremental SERP benefit

    2,604,383  

Severance payment

    7,765,000  
       

Total

    17,836,788  

              As a condition to receiving the severance payments and benefits, Mr. Weisser is bound by the terms of the non-competition and non-solicitation provisions contained in the employment agreement for 18 months following the date of his termination of employment and by the terms of the confidentiality provision indefinitely.

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Additional Information Regarding Potential Payments Upon Termination of Employment or Change of Control

              Schroder Employment Agreement.    On February 6, 2013, Bunge entered into an employment agreement with Mr. Schroder in connection with his promotion to CEO.

              In the event of Mr. Schroder's termination without "Cause" or his resignation for "Good Reason" before a "Change of Control," his severance will be equal to:

              In the event of Mr. Schroder's resignation for Good Reason or termination without Cause during a "Change of Control Period," he will be entitled to the same severance benefit as set forth above, except that for purposes of determining the payment amount for the severance period, he will be entitled to receive three times the sum of the highest base salary paid to him over the three-year period immediately prior to his termination and the target annual cash bonus in effect at the time of his termination, payable in monthly installments over a 36-month period.

              If Mr. Schroder's employment terminates due to "Disability," he will be entitled to his pro rata bonus due for the year in which such Disability occurs.

              If Mr. Schroder's employment terminates due to his death, his estate is entitled to his pro rata bonus due for the year in which his death occurs.

              As a condition to receiving the severance benefits, Mr. Schroder will continue to be bound by the terms of the non-competition and non-solicitation provisions contained in the employment agreement for 18 months following the date of his termination of employment for any reason and by the terms of the confidentiality provision indefinitely. Mr. Schroder must also execute and deliver a general mutual release of claims against the Company and its subsidiaries.

              The following definitions are provided in Mr. Schroder's employment agreement for certain of the terms used in this description:

              "Cause" means Mr. Schroder's termination of employment by the Company for any of the following reasons: (a) any willful act or omission or any act of gross negligence that constitutes a material breach of the agreement; (b) willful and continued failure or refusal to substantially perform his duties; (c) willful and material violation of any law or regulation applicable to the Company and its

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subsidiaries that could reasonably be expected to have an adverse impact on its business or reputation; (d) conviction of, or a plea to, a felony, or any willful fraud; or (d) any other willful misconduct that is materially injurious to the financial condition, business or reputation of, or is otherwise materially injurious to, the Company and its subsidiaries.

              "Good Reason" means a resignation by Mr. Schroder for any of the following reasons: (a) a failure to pay material compensation that is due and payable; (b) a material diminution of his authority, responsibilities or positions under the agreement; (c) the occurrence of acts or conduct that prevent or substantially hinder him from performing his duties or responsibilities; or (d) if immediately prior to the Change of Control Period, his principal place of employment is located within the metropolitan New York area, any relocation during the Change of Control Period outside of the metropolitan New York area.

              "Disability" means a physical or mental disability or infirmity, as determined by a physician selected by the Company, that prevents (or, in the opinion of such physician, is reasonably expected to prevent) the normal performance of duties as an employee of the Company for any continuous period of 180 days or for 180 days during any one 12-month period.

              "Change of Control" means the occurrence of any of the following events: (a) the acquisition by any person of 35% or more of the Company's common shares; (b) a change in a majority of the members of the Board of Directors without approval of the existing Board members; or (c) a merger, amalgamation or consolidation of the Company, a disposition of all or substantially all of the Company's assets or the acquisition of assets of another corporation, except if it would result in continuity of the Company's shareholders of more than 50% of the then-outstanding common shares and outstanding voting securities, as the case may be.

              "Change of Control Period" means the period beginning on the date of the Change of Control and ending 30 months later, and can include the 12-month period immediately preceding such Change of Control, if Mr. Schroder is terminated without Cause during this 12-month period and there is a reasonable basis to conclude such termination was at the request or direction of the acquirer.

              Equity Acceleration Under the 2009 Equity Incentive Plan.    Under the 2009 Equity Incentive Plan, a participant's equity award will be subject to the following treatment upon a termination of employment (except as otherwise provided under an individual award agreement or employment agreement):

              Generally, for all terminations of employment other than for Cause or voluntary resignation, all performance-based and non-performance-based restricted stock unit awards vest pro rata through the date of termination (though performance based units remain subject to satisfaction of the applicable performance goals).

              The 2009 Equity Incentive Plan does not include any provisions requiring accelerated vesting in connection with a change of control.

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SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS

              The following table sets forth information regarding the beneficial ownership of our common shares by each member of our Board, each executive officer and our directors and executive officers as a group as of March 1, 2014, based on 146,812,588 shares issued and outstanding.

              All holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares, and the voting rights attached to common shares held by our directors, executive officers or major shareholders do not differ from those that attach to common shares held by any other holder.

              Under Rule 13d-3 of the Exchange Act, "beneficial ownership" includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the individual's benefit.

 
  Amount and Nature of Beneficial Ownership  
 
  (Number of Shares)  
Beneficial Owner   Direct or
Indirect(1)
  Voting or
Investment
Power(2)
  Right to
Acquire(3)
  Percent of
Class
 

Soren Schroder

    28,132         114,858     *  

Ernest G. Bachrach

    39,176         30,131 (4)   *  

Enrique H. Boilini

    39,176         18,200     *  

Carol M. Browner

                *  

Francis Coppinger

    38,874     717,642 (5)   19,881 (6)   *  

Bernard de La Tour d'Auvergne Lauraguais

    337,092     3 (7)   18,200     *  

William Engels

    8,460         18,200     *  

Andrew Ferrier

    811             *  

James T. Hackett

    1,841             *  

Kathleen Hyle

    1,654             *  

L. Patrick Lupo

    10,576         13,000     *  

Andrew J. Burke

    27,788         154,943     *  

Gordon Hardie

    3,748         26,887     *  

Frank R. Jimenez

    5,118         6,668     *  

Pierre Mauger

            4,000     *  

Raul Padilla

    46,616         169,650     *  

D. Benedict Pearcy

    4,601         94,792     *  

Vicente Teixeira

    15,181         87,842     *  

All directors and executive officers as a group (18 persons)

    608,844     717,645     777,252     1.35 %

*
Less than 1%.
(1)
These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual's account or in a family trust.
(2)
This column includes other shares over which directors and executive officers have or share voting or investment power, including shares directly owned by certain relatives with whom they are presumed to share voting and/or investment power.
(3)
This column includes: (i) shares which directors and executive officers have a right to acquire through the exercise of stock options granted under Bunge's Non-Employee Directors Equity Incentive Plans and the Equity Incentive Plans, respectively, that have vested or will vest within sixty (60) days of March 1, 2014, (ii) restricted stock units and dividend equivalent payments for which shares are issuable within sixty (60) days of March 1, 2014, but are mandatorily deferred in accordance with the terms and conditions of these awards and (iii) shares underlying hypothetical share units held by non-employee

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(4)
Includes 11,976 shares underlying hypothetical share units held under the Non-Employee Directors Deferred Compensation Plan, which he has elected to receive in the form of common shares.
(5)
Includes 2,563 common shares held by his wife and 715,079 common shares held by a company owned by his wife.
(6)
Includes 1,687 shares underlying hypothetical share units held under the Non-Employee Directors Deferred Compensation Plan.
(7)
Includes 3 common shares held by his wife.

              The following table sets forth information regarding the beneficial ownership of our common shares by persons or groups known to Bunge to be beneficial owners of more than 5% of our issued and outstanding common shares.

Beneficial Owner   Number of Common
Shares Beneficially
Owned
  Percentage of Common
Shares Outstanding on
December 31, 2013

FMR LLC(1)

  15,578,435   10.535%

The Vanguard Group(2)

  8,792,738   5.95%

(1)
Based on information filed with the SEC on Schedule 13G/A on February 14, 2014: (i) FMR LLC reported beneficial ownership of 15,578,435 shares, sole voting power as to 363,364 of the shares, and sole dispositive power as to 15,578,435 of the shares, (ii) Fidelity Management & Research Company, or Fidelity, reported beneficial ownership of 14,049,942 shares, and Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, each has sole dispositive power as to 14,049,942 of the shares, (iii) Fidelity SelectCo, LLC, or SelectCo, reported beneficial ownership of 868,725 shares and Edward C. Johnson 3d and FMR LLC, through its control of SelectCo and the investment companies advised by SelectCo, or the SelectCo Funds, each have sole dispositive power as to 868,725 of the shares owned by the SelectCo Funds, (iv) Strategic Advisers, Inc. reported beneficial ownership of 77 shares, (v) Pyramis Global Advisors, LLC, or PGALLC, reported beneficial ownership of 98,200 shares, and Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole voting power as to 52,700 of the shares and sole dispositive power as to 98,200 of the shares, (vi) Pyramis Global Advisors Trust Company, or PGATC, reported beneficial ownership of 396,729 shares, and Edward C. Johnson 3d and FMR LLC, through its control of PGATC, each has sole voting power as to 192,929 of the shares and sole dispositive power as to 396,729 of the shares, and (vii) FIL Limited reported beneficial ownership of 164,762 shares and the sole voting power as to 116,862 of the shares held by the International Funds. The principal business address of FMR LLC is 245 Summer Street, Boston, MA 02210.
(2)
Based on information filed with the SEC on Schedule 13G on February 11, 2014: (i) The Vanguard Group reported beneficial ownership of 8,792,738 shares, sole voting power as to 133,301 of the shares, sole dispositive power as to 8,671,331 of the shares and shared dispositive power as to 121,401 of the shares, (ii) Vanguard Fiduciary Trust Company reported beneficial ownership of 82,601 shares, and (iii) Vanguard Investments Australia, Ltd reported beneficial ownership of 89,500 shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.

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AUDIT COMMITTEE REPORT

              Bunge's Audit Committee is composed of five independent directors, all of whom are financially literate. In addition, Bunge's Board has determined that each of Mr. Boilini, Mr. Engels and Ms. Hyle qualifies as an audit committee financial expert as defined under Item 407 of Regulation S-K of the Securities Act of 1933, as amended. The Audit Committee operates under a written charter, which reflects NYSE listing standards and Sarbanes-Oxley Act requirements regarding audit committees. A copy of the charter is available on Bunge's website at www.bunge.com.

              The Audit Committee's primary role is to assist the Board in fulfilling its responsibility for oversight of (1) the quality and integrity of Bunge's financial statements and related disclosures, (2) Bunge's compliance with legal and regulatory requirements, (3) Bunge's independent auditors' qualifications, independence and performance and (4) the performance of Bunge's internal audit and control functions.

              Bunge's management is responsible for the preparation of its financial statements, its financial reporting process and its system of internal controls. Bunge's independent auditors are responsible for performing an audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), and issuing an opinion as to the conformity of those audited financial statements to U.S. generally accepted accounting principles. The Audit Committee monitors and oversees these processes.

              The Audit Committee has adopted a policy designed to increase its oversight of Bunge's independent auditor. Under the policy, the Audit Committee approves all audit, audit-related services, tax services and other services provided by the independent auditor. In addition, any services provided by the independent auditor that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee in advance of any engagement. The Audit Committee's charter also ensures that the independent auditor discusses with the Audit Committee important issues such as internal controls, critical accounting policies, instances of fraud and the consistency and appropriateness of Bunge's accounting policies and practices.

              The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP, Bunge's independent auditors, the audited financial statements as of and for the year ended December 31, 2013. In addition, the Audit Committee met regularly with management and Deloitte & Touche LLP to discuss the results of their evaluations of Bunge's internal controls and the overall quality of Bunge's financial reporting. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) as amended, as adopted by the PCAOB in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding Deloitte & Touche LLP's communications with the Audit Committee concerning independence and has discussed with them their independence from Bunge and its management. The Audit Committee also considered whether the non-audit services provided by Deloitte & Touche LLP to Bunge during 2013 were compatible with their independence as auditors.

              Based on these reviews and discussions, the Audit Committee has recommended to the Board, and the Board has approved, the inclusion of the audited financial statements in Bunge's Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the Securities and Exchange Commission.

Members of the Audit Committee

Kathleen Hyle, Chairman
Enrique H. Boilini
Francis Coppinger
Carol M. Browner
William Engels

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PROPOSAL 2 — APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS' FEES

General

              Our Board has recommended and asks that you appoint Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2014 and authorize the Audit Committee of the Board to determine the independent auditors' fees. You would be acting based on the recommendation of our Audit Committee. Pursuant to Bermuda law and our bye-laws, an auditor is appointed at the annual general meeting or at a subsequent general meeting in each year and shall hold office until a successor is appointed.

              The affirmative vote of a majority of the votes cast on the proposal is required to make such appointment. If you do not appoint Deloitte & Touche LLP, our Board will reconsider its selection of Deloitte & Touche LLP and make a new proposal for independent auditors.

              Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") have audited our annual financial statements since our 1996 fiscal year.

              Representatives of the Deloitte Entities are expected to be present at the Annual General Meeting and will have the opportunity to make a statement if they desire to do so. We also expect that they will be available to respond to questions.


Fees

              The chart below sets forth the aggregate fees for professional services rendered by the Deloitte Entities for services performed in each of 2013 and 2012, and breaks down these amounts by category of service:

 
  2013   2012  

Audit Fees

    $13,324,000             $13,910,000          

Audit-Related Fees

    473,000             562,000          

Tax Fees

    129,000             189,000          

All Other Fees

    0             0          
           

Total

    $13,926,000             $14,661,000          
           
           


Audit Fees

              Audit fees are fees billed for the audit of our annual consolidated financial statements, the audit of management's assessment on internal control over financial reporting and the reviews of our quarterly financial statements. Additionally, audit fees include comfort letters, statutory audits, consents and other services related to SEC matters.


Audit-Related Fees

              For 2013 and 2012, audit-related fees principally included fees for accounting consultation related to certain merger and acquisition activities and statutory attestation services in Argentina.

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Tax Fees

              Tax fees in 2013 and 2012 primarily related to tax compliance services. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute and review amounts to be included in tax filings.


All Other Fees

              No fees were paid to the Deloitte Entities in 2013 and 2012 for any other professional services.


Pre-Approval Policies and Procedures

              The Audit Committee approves all audit services, audit-related services, tax services and other services provided by Deloitte & Touche LLP. Any services provided by Deloitte & Touche LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee in advance of any engagement.

              In making its recommendation to appoint Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2014, the Audit Committee has considered whether the services provided by Deloitte & Touche LLP are compatible with maintaining the independence of Deloitte & Touche LLP and has determined that such services do not interfere with Deloitte & Touche LLP's independence.

RECOMMENDATION OF THE BOARD

              Our Board recommends that, based on the recommendation of the Audit Committee, you vote FOR the appointment of Deloitte & Touche LLP to serve as our independent auditors for the fiscal year ending December 31, 2014 and the authorization of the Audit Committee of the Board to determine the independent auditors' fees.

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PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

              Pursuant to the rules of the SEC, Bunge is required to provide shareholders with a non-binding advisory "say-on-pay" vote to approve the compensation of our Named Executive Officers as disclosed in the Compensation Discussion & Analysis ("CD&A"), related compensation disclosure tables and narrative disclosures of this proxy statement. The Board recognizes the importance of our shareholders' opportunity to cast an advisory say-on-pay vote as a means of expressing views regarding the compensation of our Named Executive Officers. Based upon the outcome of our 2011 say-on-pay frequency vote, we intend to hold an annual advisory say-on-pay vote until the next say-on-pay frequency vote, which, in accordance with applicable law, will occur no later than the Company's Annual General Meeting of Shareholders in 2017.

              Bunge's compensation philosophy is to pay for performance, support Bunge's business goals, align the interests of management and our shareholders and offer competitive compensation arrangements to attract, retain and motivate high-caliber executives. In the CD&A, we have provided shareholders with a description of our executive compensation program, including the philosophy underpinning the program, the individual elements of the compensation program, and how our compensation program is administered. Our executive compensation program consists of elements designed to complement each other and reward achievement of short-term and long-term objectives by linking compensation to key performance metrics. We have chosen the selected metrics to align executive compensation to the achievement of strong financial performance and the creation of shareholder value. Our Compensation Committee regularly reviews our executive compensation program to ensure alignment with our business strategy and compensation philosophy. Additionally, our executive compensation program has been designed to appropriately balance risks and rewards and discourage excessive risk-taking by our executives.

              For the reasons highlighted above, and more fully discussed in the CD&A, the Board unanimously recommends a vote for the following resolution:

              "RESOLVED, that the shareholders approve the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosure in this Proxy Statement."

              You may vote "for" or "against" this proposal, or you may abstain from voting. Although the vote on this Proposal 3 is advisory and non-binding, the Compensation Committee and the Board will review the voting results on the proposal and will consider shareholder views in connection with our executive compensation program.

RECOMMENDATION OF THE BOARD

              Our Board recommends that shareholders vote FOR the approval of the non-binding advisory vote to approve Named Executive Officer compensation.

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PROPOSAL 4 — RE-APPROVAL OF PERFORMANCE GOALS UNDER THE BUNGE LIMITED 2009
EQUITY INCENTIVE PLAN

Introduction

              The Bunge Limited 2009 Equity Incentive Plan (the "Plan") was effective after shareholder approval at the Company's Annual General Meeting of Shareholders in 2009. In April 2014, the Board of Directors unanimously reapproved the material terms of the existing performance goals and approved three additional performance goals, total shareholder return ("TSR"), relative TSR and talent development, subject to shareholder approval at the Annual General Meeting. A summary of the Plan is included below. The complete text of the Plan is set forth in Appendix B to this Proxy Statement, and shareholders are urged to review it together with the following information, which is qualified in its entirety by reference to Appendix B.

              Section 162(m) of the Internal Revenue Code of 1986, as amended, and the relevant income tax regulations thereunder (the "Code"), place a limit of $1,000,000 on the amount Bunge may deduct in any one year for compensation paid to the Chief Executive Officer and each of its other three most highly-compensated executive officers (excluding the Chief Financial Officer). There is, however, an exemption for compensation that constitutes "qualified performance-based compensation." If awards pursuant to the Plan constitute qualified performance-based compensation, they may not be subject to the deductibility limitation of Code Section 162(m). In order to continue to qualify for this exemption, among other things, shareholders must reapprove the material terms of the performance goals every five years. If the existing performance goals and the new performance goals are not approved by shareholders, the Plan will continue in effect. However, in accordance with Code Section 162(m), Bunge's ability to deduct qualified performance-based compensation under the Plan will be limited to $1,000,000 per officer. Although Bunge generally designs awards pursuant to the Plan to be eligible for deductibility under Code Section 162(m), the Compensation Committee may from time to time pay compensation that may not be deductible if it believes that doing so is in the best interests of Bunge and the shareholders.

              Performance Goals.    In addition to the performance goals previously approved by shareholders, the Board of Directors desires to amend the Plan to include the following additional performance goals: TSR, relative TSR and talent development. To the extent that awards granted pursuant to the Plan are intended to be "qualified performance-based compensation" under Code Section 162(m), and

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therefore deductible by the Company, the financial performance measures that may be used are as follows:

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;

relative TSR;

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;

TSR;

value at risk; and

working capital.

              In addition, the non-financial performance measures that may be used by the Compensation Committee under the Plan are:

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;

turnaround time; and

volumes.


Summary of Plan

              Purposes.    The purposes of the Plan are to attract, retain and motivate key employees, consultants and independent contractors of Bunge and align their interests with shareholder interests.

              Eligibility.    Awards under the Plan may be granted to the officers, employees, independent contractors or consultants of Bunge or its subsidiaries.

              Administration.    The Plan will be administered by the Compensation Committee or such other committee as will be designated by our board (the "Committee"). Subject to the terms of the Plan, the

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Committee will have broad discretionary authority to determine the terms and conditions of awards, cancel and amend awards, and construe and interpret the terms of the Plan and any awards granted.

              Awards.    Awards under the Plan may include: (i) options to purchase Bunge common shares, including incentive stock options and/or non-qualified stock options; (ii) restricted stock units ("RSUs"); (iii) Performance-Based RSUs; or (iv) other awards not specifically provided for, the value of which are based in whole or in part upon the current or future value of the common shares. The closing price of our common shares on the NYSE on February 28, 2014 was $79.61.

              Shares Subject to Plan; Maximum Awards.    The maximum number of shares that may be awarded under the Plan is 10,000,000, of which no more than 4,500,000 may be in the form of RSUs, Performance-Based RSUs or other awards that are not subject to payment of an exercise price. As of March 31, 2014, 3,141,252 shares remain available for grant pursuant to the Plan. The maximum number of shares that may be granted pursuant to stock option awards to any participant in any calendar year is 1,000,000. The maximum number of shares that may be granted to any participant during a calendar year (other than stock options) is 1,000,000 shares, measured as of the date of grant. If any shares covered by an award are forfeited, expire unexercised or otherwise terminate without the delivery of shares, then the shares shall again be available for awards pursuant to the Plan. Shares surrendered for the payment of the exercise price or tax withholding obligations; shares not issued or delivered as a result of the net settlement of an award; or shares repurchased in the open market with the proceeds of a stock option exercise will not again be available under the Plan. In an acquisition, any awards made and any shares delivered upon the assumption of or in substitution for outstanding grants made by the acquired company will not be counted against shares available for awards under the Plan. Shares delivered under the Plan may be (i) authorized but unissued shares; (ii) treasury shares; (iii) shares purchased on the open market or by private purchase; or (iv) any combination thereof.

              Stock Options.    Options granted pursuant to the Plan may be non-qualified stock options or incentive stock options. The exercise price or purchase price per common share underlying an option will be determined by the Committee, but may not be less than 100% of the fair market value of a share on the date of grant. Unless otherwise specified by the Committee in the applicable award agreement, options will vest in three equal installments commencing on the first anniversary of the date of grant. In the event of a participant's termination of employment or service due to retirement, death or disability, all unvested options will become immediately vested and exercisable. In the event of a participant's termination of employment or service for "cause," all unexercised options will be forfeited. In the event of an early retirement or termination of employment or service without cause, unvested options that would have become vested at any time during the 12-month period following the date of termination of employment or service, will become immediately vested and exercisable. If the participant resigns from Bunge, unvested options will immediately be forfeited.

              Restricted Stock Units.    RSUs consist of a right to receive one or more of our common shares following the applicable vesting period for no consideration other than the provision of services. Unless otherwise specified by the Committee in the applicable award agreement, a RSU will vest and become nonforfeitable on the fourth anniversary of the date of grant. If a participant's employment or service is terminated for cause or as a result of a participant's resignation for any reason, he or she will forfeit the RSUs as of the date of such termination. If a participant's employment or service is terminated for any other reason, the participant will become immediately vested on the date of termination in a pro rata portion of the RSUs.

              Performance-Based Restricted Stock Units.    Performance-Based RSUs will vest based on the attainment of certain performance goals over a performance period determined by the Committee. The performance period for the Performance-Based RSUs is generally three years. The Committee may determine whether any Performance-Based RSU constitutes "qualified performance-based compensation" under Code Section 162(m). In the event employment or service is terminated for cause

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or as a result of the participant's resignation of employment or service for any reason, any unvested awards of Performance-Based RSUs will be forfeited as of the date of termination. If employment or service is terminated for any other reason, the Performance-Based RSUs will continue to be subject to the ordinary vesting terms.

              Performance Goals.    The Plan allows performance goals to 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. The performance goals may also 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.

              Other Awards.    The Committee may also grant other forms of equity-based or equity-related awards not described above. Such awards may provide for cash payments based in whole or in part on the value or future value of our common shares, for the acquisition or future acquisition of common shares, or any combination thereof.

              Dividend Equivalents.    Dividend equivalents will be awarded with respect to RSUs and Performance-Based RSUs in the event Bunge pays a regular cash dividend with respect to its common shares and will be paid in whole shares at the time the RSUs or the Performance-Based RSUs are settled.

              Amendment and Termination of the Plan.    The Board may amend, modify, suspend or terminate the Plan at any time, except as provided by applicable law or stock exchange rule that require shareholder approval for certain amendments. Notwithstanding the foregoing, no stock option may be repriced, regranted through cancellation or otherwise amended to reduce the applicable exercise price without the approval of Bunge's shareholders. No amendment or termination may adversely affect a participant's rights with respect to previously granted awards without his or her consent.

              Certain Restrictions.    No Award will be transferable other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. However, the Committee may permit the transfer of an award for no consideration to a permitted transferee. During a participant's life time, an option or other award will be exercisable only by the participant or by a permitted transferee.

              Recapitalization or Reorganization; Adjustments.    In the event of any change in the number of outstanding shares of Company Common Stock or share price by reason 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 shares at a price substantially below fair market value, or other similar corporate event affecting the common shares, the Board will make adjustments as it deems appropriate in order to preserve, but not increase, the benefits or potential benefits intended to be made available under the Plan. These adjustments include changing the number and type of shares to be issued under the Plan and outstanding awards; changing the per-participant limitations on awards and the grant, purchase or exercise price of outstanding awards; and changing the restriction on the total amount of RSUs, Performance-Based RSUs or other equity-based awards that may be granted.

              New Plan Benefits.    As discussed above, the grant of awards under the Plan is within the discretion of the Committee, and Bunge cannot determine the number of awards that will in the future be received by or allocated to any participant. It is not presently possible to determine the benefits or the amounts that will be granted to participants under the Plan in the future.

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U.S. Federal Income Tax Consequences

              The Plan permits stock options and other performance-based awards to be considered "qualified performance-based compensation" under Code Section 162(m). Code Section 162(m) limits the deductibility of compensation in excess of $1 million paid by a publicly traded corporation to certain "covered employees" unless it qualifies as qualified performance-based compensation.

              The following is a brief description of the federal income tax consequences generally arising with respect to certain awards that may be granted pursuant to the Plan based on the current tax laws. This discussion is intended for the information of shareholders considering how to vote at the Annual General Meeting and not as tax guidance to individuals who participate in the Plan.

              Non-qualified Stock Options.    The grant of a non-qualified stock option will not result in the recognition of taxable income by the participant or in a tax deduction to Bunge. Upon the exercise of a non-qualified option, a participant will recognize ordinary income in an amount equal to the excess of the fair market value of the option shares received at the time of exercise over the exercise price, and Bunge will be allowed a corresponding deduction at that time. Shares of common stock acquired upon exercise of a non-qualified stock option will be taxed to the participant as long-term or short-term capital gain or loss when the participant sells the shares.

              Incentive Stock Options.    A participant will not recognize income, and Bunge will not be allowed a tax deduction upon the grant or exercise of an incentive stock option. If a participant holds the option shares for at least two years after the date the incentive stock option was granted and one year after exercise, the difference between the exercise price and the amount realized upon the sale or disposition of the option shares will be long-term capital gain or loss, and Bunge will not be entitled to a tax deduction. If a participant sells the option shares or a disqualifying disposition occurs before the holding period ends, he or she will realize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise (or the sale price of the shares sold in the disqualifying disposition, if less) over the exercise price, and Bunge will be allowed a corresponding tax deduction at that time.

              Restricted Stock Units.    A participant will not recognize income, and Bunge will not be allowed a tax deduction, upon the grant of a RSU or when dividend equivalents are credited on his or her behalf. A participant will recognize ordinary income in an amount equal to the fair market value of the common shares delivered upon settlement of the RSUs. Bunge will generally be entitled to a corresponding tax deduction at that time. The participant's tax basis in the shares of common stock will equal the amount taxed as ordinary income, and upon a subsequent sale the participant will recognize long-term or short-term capital gain or loss.

              Performance-Based Restricted Stock Units.    A participant will not recognize income, and Bunge will not be allowed a tax deduction, upon the grant of a Performance-Based RSU. A participant will recognize ordinary income in an amount equal to the fair market value of the common shares delivered upon settlement of a Performance-Based RSU (including dividend equivalents credited on his or her behalf) and Bunge will be allowed a corresponding tax deduction at that time. Upon the sale of the shares of common stock held by the participant, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss.

RECOMMENDATION OF THE BOARD

              The Board of Directors has unanimously reapproved the performance goals for the Plan and approved the additional performance goals and recommends that you vote FOR the approval of the additional performance goals and the re-approval of the performance goals for the Plan.

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EQUITY COMPENSATION PLAN INFORMATION

              The following table sets forth certain information, as of December 31, 2013, with respect to our equity compensation plans.

 
  (a)   (b)   (c)  
Plan category
  Number of
Securities to
be Issued Upon
Exercise
of Outstanding
Options,
Warrants and
Rights
  Weighted-Average
Exercise Price Per
Share of
Outstanding
Options,
Warrants and
Rights
  Number of Securities
Remaining Available
for
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column
(a))
 

Equity compensation plans approved by shareholders(1)

    6,488,307  (2)   $69.30  (3)   4,810,760  (4)

Equity compensation plans not approved by shareholders(5)

    13,613  (6)    (7)    (8)
               

Total

    6,501,920     $69.30     4,810,760  
               
               

(1)
Includes our 2009 Equity Incentive Plan, Equity Incentive Plan, Non-Employee Directors' Equity Incentive Plan and 2007 Non-Employee Directors' Equity Incentive Plan.
(2)
Includes non-statutory stock options outstanding as to 4,999,768 common shares, performance-based restricted stock unit awards outstanding as to 1,282,600 common shares and 3,810 vested and deferred restricted stock units outstanding (including, for all restricted and deferred restricted stock unit awards outstanding, dividend equivalents payable in common shares) under our 2009 Equity Incentive Plan and Equity Incentive Plan. This number also includes non-statutory stock options outstanding as to 164,400 common shares under our Non-Employee Directors' Equity Incentive Plan, 37,078 unvested restricted stock units and 651 vested deferred restricted stock units (including, for all restricted and deferred restricted stock unit awards outstanding, dividend equivalents payable in common shares) outstanding under our 2007 Non-Employee Directors' Equity Incentive Plan. Dividend equivalent payments that are credited to each participant's account are paid in our common shares at the time an award is settled. Vested deferred restricted stock units are paid at the time the applicable deferral period lapses.
(3)
Calculated based on non-statutory stock options outstanding under our 2009 Equity Incentive Plan, Equity Incentive Plan and our Non-Employee Directors' Equity Incentive Plan. This number excludes outstanding time-based restricted stock unit and performance-based restricted stock unit awards under the 2009 Equity Incentive Plan and Equity Incentive Plan and restricted and deferred restricted stock unit awards under the 2007 Non-Employee Directors' Equity Incentive Plan.
(4)
Includes dividend equivalents payable in common shares. Shares available under our 2009 Equity Incentive Plan may be used for any type of award authorized under the plan. Awards under the plan may be in the form of statutory or non-statutory stock options, restricted stock units (including performance-based) or other awards that are based on the value of our common shares. Our 2009 Equity Incentive Plan provides that the maximum number of common shares issuable under the plan is 10,000,000, subject to adjustment in accordance with the terms of the plan. This number also includes shares available for future issuance under our 2007 Non-Employee Directors' Equity Incentive Plan. Our 2007 Non-Employee Directors' Equity Incentive Plan provides that the maximum number of common shares issuable under the plan may not exceed 600,000, subject to adjustment in accordance with the terms of the plan. No additional awards may be granted under the Equity Incentive Plan and the Non-Employee Directors' Equity Incentive Plan.
(5)
Includes our Non-Employee Directors' Deferred Compensation Plan.
(6)
Includes rights to acquire 13,613 common shares under our Non-Employee Directors' Deferred Compensation Plan pursuant to elections by our non-employee directors.
(7)
Not applicable.
(8)
Our Non-Employee Directors' Deferred Compensation Plan does not have an explicit share limit.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Loans to Directors and Executive Officers

              We have no outstanding loans to any director. In addition, we are in compliance with the provisions of the Sarbanes-Oxley Act of 2002 prohibiting certain loans to directors and executive officers.


Transactions with Mutual Investment Limited and its Subsidiaries

              In 2001, we entered into an administrative services agreement with Mutual Investment Limited (MIL), our former parent company prior to our initial public offering, under which we provide corporate and administrative services to it, including financial, legal, tax, accounting, human resources administration, insurance, employee benefits plans administration, corporate communications and management information system services. MIL is a holding company which in recent years has disposed of most of its assets and currently has no significant operations. Directors de La Tour d'Auvergne Lauraguais, Coppinger and Engels are directors of MIL. Under the agreement with MIL, which has a quarterly term that is automatically renewable unless terminated by either party, MIL pays us for the services rendered on a quarterly basis based on our direct and indirect costs of providing the services. In 2013, MIL paid us approximately $119,000 under this agreement.


Other Relationships

              We purchase agricultural commodities and other products and services used in our operations in the normal course of business from many suppliers and sell agricultural commodities and fertilizer products to many customers, including, from time to time, companies that are affiliated with some of our non-management directors or their immediate family members. All of these transactions have been in the ordinary course of business and on arms' length business terms based on market prices. Such transactions are reviewed by the Board in connection with the annual assessment of director independence. In 2013, none of these transactions were significant, either individually or in the aggregate, to Bunge or our directors personally. Further, all such transactions fell below the thresholds set forth in the categorical standards for director independence set forth in this proxy statement.


Policy for the Review and Approval of Related Person Transactions

              Our Corporate Governance and Nominations Committee has adopted a written policy for the review and approval of related person transactions. The policy is designed to operate in conjunction with and as a supplement to the pr