AGM 2021

May 27, 2021

Good afternoon, ladies and gentlemen, and welcome to the SunOpta Annual Meeting of Shareholders, which is being held virtually. I would now like to turn the meeting over to your host, Dean Hollis, Chair of the SunOpta Board of Directors and Acting Chair for today's meeting. Mr. Hollis, please proceed. Thank you. Good afternoon and welcome to the 2021 Annual Meeting of Shareholders of SunOpta Incorporated. I would like to introduce the persons joining me today. Directors, Al Bowles, Derek Griffith, Joe Inan, Rebecca Fisher, Leslie Starr Keating, Kathy Hood and Kim Kempth and representatives of management, Scott Hawkins and Joe Barnett. We are excited to be hosting our virtual event, our virtual meeting, which will allow us to be more inclusive and reach a greater number of our shareholders given the ongoing situation with the COVID-nineteen pandemic. We have shareholders attending via the web portal. As is our custom, we will conduct the business portion of our meeting first and then answer any questions at the end of the meeting. Only validated shareholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. I would like to call this meeting to order and declare the polls open on all resolutions. Our corporate secretary is Jill Barnett, and she will act as secretary of the Annual Meeting. We will now proceed with the business of the meeting. For the purposes of this meeting, I appoint Leanne Branston and Rita Gutierrez Fernandez from Broadridge Financial Solutions, Inc. As scrutineers of the meeting. A declaration of mailing of notice calling this annual meeting has been duly filed and since you have received the notice of the meeting and accompanying materials, I would suggest a resolution be moved dispensing with the reading of the notice and accompanying materials and that the same be taken as read. I move that the reading of the notice and accompanying materials be hereby dispensed with and that for all purposes of this meeting, the notice and accompanying materials be taken as having been read in full at this meeting. I second the motion. I've been advised that there are voting shares representing more than 70% of all outstanding voting shares of the company present and therefore a quorum of shareholders of the company is present and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers report and I direct that their formal report be annexed to the minutes of this meeting as a schedule. Given the service of notice calling the annual meeting has been duly approved and a quorum present, I therefore declare this annual meeting of shareholders to be regularly called and properly constituted for the transaction of business and that the polls be open for voting on all resolutions. For your information, sufficient proxies have been received to pass all resolutions with overwhelming majorities. I have before me the annual report and the audited consolidated financial statements of SunOpta Inc. For the year ending January 2, 2021, approved on behalf of the Board of Directors of the company. Copies of the financial statements have previously been made available to shareholders pursuant to the notice and access system under applicable securities laws. Should any shareholder wish to receive a copy of it, it may be accessed on our website atwww.sunopta.com under the Investor Relations tab. Should you wish to receive a hard copy, you may request 1 by completing an information request on our website under the Investor Relations tab. Now we will proceed with the first item on the agenda, the election of directors for the ensuing year. In accordance with the company's articles, the SunOpta Board of Directors has fixed the number of directors to be elected at the meeting at 8 directors and has proposed the following individuals for election as directors to hold office until the next annual meeting of shareholders or until their successors are elected. Doctor. Albert Bowles, Derek Griffith, Joseph Inan, Rebecca Fisher, Dean Hollis, Katrina Hood, Leslie Starr Keating, Kenneth Kemp. Since no further nominations were received by the company in accordance with the company's advanced notice by law number 15, I declare the nominations closed. Based on results provided by the scrutineer, all nominees have received more 4 votes than withheld votes and thus are deemed elected in accordance with the majority voting provisions of the company's bylaws. As a result, I declare the individuals nominated to be duly elected directors of the company to hold office until the next annual election of directors or until their successors are duly appointed and elected. The next item on the agenda is the appointment of the independent registered accounting firm and auditor of the company for the ensuing year. I believe Scott Huckins has a resolution in this regard. I move that Ernst and Young LLP, Chartered Professional Accountants, be appointed the independent registered public accounting firm and auditor of the company until the close of the next annual meeting of shareholders or until their successors are duly appointed and that the Audit Committee of the Board of Directors be authorized to fix their enumeration. I second the motion. Unless there are any questions, I will move to the next item of business. The next item on the agenda is the approval on an advisory basis of a resolution relating to the compensation of the company's named executive officers. I believe Joannen has a resolution in this regard. I move that the company's shareholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the U. S. Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table and other related tables and narrative discussion under the executive compensation caption. I second the motion. Unless there are any questions, I will move to voting. Voting today will be conducted by electronic ballot. For those of you who have not yet cast your votes, please do so now. Any registered shareholder or duly appointed proxy holder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted by telephone or the Internet and do not want to change their vote, do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the poll is closed. As previously noted, I have been advised by the scrutineer that proxies deposited for the meeting are sufficient to pass all resolutions by an overwhelming majority. I would ask that the scrutineer compile the report providing regarding the results of voting on all business matters and direct that the results be included in the minutes of this meeting and disclosed via press release and Form 8 ks, which will be filed on EDGAR with the U. S. Securities and Exchange Commission and SEDAR with the applicable Canadian securities regulatory authorities within the next few days. There being no further business, may I have a motion for termination of the legal portion of our meeting? Mr. Chair, I move that the Annual Meeting of Shareholders be terminated. I second the motion. I declare the motion carried. This concludes the legal portion of our meeting. In closing, I would like to thank our shareholders for their ongoing support, my colleagues on the Board, our senior management team and all the SunOpta employees for their hard work and dedication and all of our valued customers for their business. Operator, I will now turn it over to you for any questions. There are no further questions at this time, Mr. Hollis. I turn the meeting back over to you. Thank you for joining us for SunOpta's Annual Meeting of Shareholders. Have a great day. There are no further questions at this time, Mr. Hollis. I turn the meeting back over