Global Trade Receivables Securitization

DACT Treasury Fair November 11, 2011 Steven Claassens, Bunge Corporate Treasury

Introduction Bunge

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… With a 192-Year History

J.P.G. Bunge founds Bunge & Co. in Amsterdam Establishes operations in Argentina to trade grain Starts business in North America Purchases edible oils company Walter Rau in Germany Makes first export of soybeans from Brazil Builds first soy Builds largest U.S. soybean crushing and refining plant processing plant in U.S.

Moves headquarters to U.S. and creates international marketing unit Opens first soybean processing plant in China

1818 1859 1884 1905 1918 1938 1945 1967 1997 70s & 80s 1998 1999 2001 2002 2005 2007 2008

In Brazil, sells fertilizer nutrients business and adds five new sugarcane mills with Moema purchase

2009 2010

Relocates to Antwerp to trade commodities Expands into Brazil and enters the wheat milling business Enters Brazilian fertilizer market with purchase of Serrana Diversifies along the food production chain In Brazil, purchases soy processor Ceval and begins acquisition of new fertilizer brands Purchases Cereol to become the world’s largest soy processor Goes public on NYSE and becomes Argentina’s leading agribusiness company Purchases Santa Juliana sugarcane mill in Brazil Begins building an export terminal in the U.S. Pacific Northwest and a crushing plant in Vietnam 3

A Leading Global Agribusiness & Food Company

Key Facts

Revenue 2010 : $46 bn Market Capitalization: ~ $ 10 bn Rating: Baa2/BBB-/BBB Employees: ~32,000 Facilities: ~400 Countries of Operations: 30+

Long-Lived Assets ~ $ 7 bn

Agribusiness Sugar & Bioenergy Food & Ingredients Fertilizer Other 17% 6% 35% 7% 35%

Agribusiness Sugar & Bioenergy Food & Ingredients Fertilizer

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Global Presence

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Overview Global Trade Receivables Securitization

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Objectives

• Alternative source of capital • Funding at favorable rates • Global & scalable program • Enhanced operational efficiency 7

Alternative source of capital at favorable rates

• 5-year program, backed with 364-day liquidity facility • Primary funding via bank-owned Commercial Paper Conduits • Good momentum as conduits are eager to invest in trade receivables: Low-risk asset class Matching maturity with commercial paper (up to 60 days) • Reciprocity: syndication with 4 core relationship banks • All-in cost of fund 1M Libor ~ 115 bps (mainly depending CP Cost of Fund) • No financial covenants, only wind down events 8

Global & scalable program

• Economies of scale resulting in higher funding capacity:  Minimize excess country and obligor concentrations • Scalability of the program:  Add jurisdictions and currencies • Scalability of facility amount:  Absorb higher volume (organic growth, higher prices, acquisitions) • In recent years, more countries have developed legal and regulatory framework to allow cross border securitization, however increasingly tax is used to narrow budget deficit gaps 9

Enhanced operational efficiency

• Replacement of three local securitizations and five factoring facilities in North America and Europe • Centralized set-up, management and administration by Treasury • Data-gathering, reporting and analysis outsourced to well-known service provider (Finacity) • Cashless settlement via in-house bank • One-off audit opinion for US GAAP off balance sheet treatment 10

Notable highlights

• Structure: US (5 originators), Canada, Spain, Portugal, Italy, Germany, Hungary Multi-currency facility: USD, CAD, EUR, HUF 26 eligible obligor jurisdictions • Effective liquidity management by daily re-investment of collections • Collections remain on Bunge’s bank accounts • Trade receivable portfolio structured on an implied AA-rating • Funding base can be affected by sales volumes, commodity prices, FX-volatility and country & obligor ratings • Advance rate 85%-88% (aim was 80% or higher) 11

Structure & Implementation

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Structure

Lead arranger: Rabobank Purchasers: Rabobank, Credit Agricole, HSBC, BNP Paribas

Conduit Purchaser Committed Purchaser Conduit Purchaser Cash & DPP Committed Purchaser Benefit Conduit Purchaser

Funding (if no CP issued)

Committed Purchaser Administrative Agent

DPP =Deferred Purchase Price (~ first loss reserve)

Master Servicer 100% Sale of Receivables Servicing Fees Cash * DPP Cash Subordinated Loan (~ DPP + excess concentration) SPV Principal + interest True sale of receivables Cash* Cash * Intermediate Purchaser True sale of receivables Originators Originators Subordinated Lender

* Face value -/- discount

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Monumental Coordination

11 Bunge Originators in 7 Jurisdictions IT resources Internal & External Legal Counsels Numerous Collection Account Banks in all Jurisdictions Internal & External Tax Internal Accounting & Control Auditors Finacity

Bunge Treasury Rabobank London/NY

Transaction Counsel Internal Legal Counsel (US and Europe) Syndicate Banks Collateral Audit Firm Internal Credit/Tax/Various Rating Agencies Finacity 14

Key considerations

• In-depth analysis (receivables portfolio, contracts, A/R & credit management, IT systems, bank accounts) • Communication & commitment: Dedicated project team (very different from RCF, bi-laterals etc.) Reasonable timelines and clear requirements for operating companies • Structuring & Syndication: Selection of lead arranger Deal structuring with lead arranger only (use Top Tier law firms) Custom-made (structure to specific company needs / features) • Early blue-print of Day-to-Day management: outsourcing, IT-support, data gathering, reporting / analysis, settlements 15

Next Steps – new countries to be added

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Questions

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