AGM 2019

May 30, 2019

Good day, ladies and gentlemen, and welcome to the SunOpta Annual and Special Meeting of Shareholders Conference Call. At this time, all telephone participants are in listen only mode. As a reminder, this conference call is being recorded. I would now like to turn the call 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, and good afternoon, and welcome to the 2019 Annual and Special Meeting of the Shareholders of SunOpta, Inc. I would like to introduce the persons joining me today. Directors, Shan Atkins, Al Bowles, Derek Griffith, Joe Inan, Michael Detlefsen, Kathy Hood, Brendan Springstub and representatives of management, Rob McCarricker and Jill Barnett. I would now like to call this meeting to order. 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. If there are any proxies not yet deposit, I would ask that those who are holding such proxies to deposit them with the secretary now. As Chair, I rule that all proxies deposited with the secretary are valid proxies. With the permission of the meeting, I will appoint Leanne Branston and Rita Gutierrez Fernandez from Broadridge Financial Solutions Inc. As scrutineered the meeting. If there is no objection to such appointment, I declare the representatives of Broadridge to be the scrutineer. The scrutineer has certified that a quorum of shareholders is in attendance in person or by proxy. The scrutineers' formal report will not be available for a moment. However, when available, I direct it to be annexed to the minutes of this meeting. Please note the voting results for each of the items before this meeting today will be disclosed via news release and Form 8 ks, which will be filed with the U. S. Securities and Exchange Commission and the Ontario Securities Commission within the next few days. A declaration of mailing of the notice calling this annual meeting and special meeting has been duly filed. And since you have received the notice of 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 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. All those in favor, so signify by raising their right hand. Contrary, if any, I declare the motion be carried. Service of notice calling the Annual and Special Meeting has been duly approved and a quorum being present. This meeting is regularly called and properly constituted for the transaction of business as set forth in the notice. The previous meeting of shareholders was held on May 13, 2018. At the same time, I suggest a resolution be moved dispensing with the reading of the minutes of that meeting and taking them as read and approved. I move that the reading of the minutes of the previous meeting of shareholders held on May 31, 2018, be hereby discussed with and that the minutes be taken as read and approved. I second the motion. All those in favor, please signify by raising the right hand. Contrary, if any, I declare the motion carried. I have before me the annual report and the audited consolidated financial statements of SunOpt, Inc. For the year ended December 29, 2018, 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, it may be accessed on our website at www.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. In order to expedite voting on the matters to come before this meeting, I propose to conduct a vote on all matters by a show of hands for those shareholders present in person unless a shareholder or proxy holder demands that a ballot be conducted on any resolution. 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: Margaret Shan Atkins Doctor. Albert Bowles Derek Griffith Michael Detlissen, Joseph Inan, Dean Hollis, Katrina Hood, Brendan Springstove. Since no further nominations were received by the company in accordance with the company's advanced notice bylaw number 15, I declare the nominations close. Based on the results provided by the scrutineer, all nominees have received more votes for than withheld 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 elected and appointed. The next item on the agenda is the appointment of the independent registered accounting firm and auditor of the company for the ensuing year. And I believe Rob McCarragher has a resolution in this regard. I move that Ernst and Young LLP, Charter 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 and that the Audit Committee of the Board of Directors be authorized to fix their remuneration. I second the motion. All those in favor, please signify so by raising your right hand. Contrary, if any, I declare the motion carried. 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 2019 annual and special meeting of the 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 discussions under the executive compensation caption. I second the motion. All those in favor, please so signify by raising your right hand. Contrary, if any. I declare the motion carried. The next item on the agenda is the approval of a resolution relating to the amended 2013 stock incentive plan in the form of Exhibit A attached to the proxy statement for this meeting. I believe Rob McKerricker has a resolution in this regard. I move that the resolution regarding the amended 20 13 Stock Incentive Plan and the form set forth in the proxy statement under the heading proposal for approval of amended 20 13 Stock Incentive Plan be approved. I second the motion. All those in favor, please so signify by raising your right hand. Contrary, if any, I declare the motion carried. The next item on the agenda is the approval of a resolution reconfirming the amended and restated shareholder rights plan. I believe Joanna has a resolution in this regard. I move that the company's shareholders reconfirm the shareholders rights agreement dated November 10, 2015 and amended and restated as of April 18, 2016 between the company and the American Stock Transfer and Trust Company LLC as rights agents and that any director or officer of the company is hereby authorized to take all such steps, actions and proceedings and to sign, execute and deliver all such documents that such Director Officer may in his or her discretion determine to be necessary or desirable in order to give full force and effect to the intent and purpose of this resolution. I second the motion. All those in favor, please so signify by raising your right hand. Contrary to any, I declare the motion carried. There being no further business, may I have a motion for the termination of the legal portion of our meeting? Mr. Chair, I move that the annual and special 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, our employees for their hard work and dedication, our valued customers for their business and our suppliers for supporting our development. Operator, I will now turn it over to you for any questions. I'm showing no questions at this time. Thank you for joining us for SunOpta's Annual and Special Meeting of Shareholders. Have a good day.