AGM 2018

May 31, 2018

day, ladies and gentlemen, and welcome to the SunOpta Annual Meeting of the Shareholders Conference Call. At this time, all telephone participants are in a 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, operator. Good afternoon, and welcome to the 2018 Annual Meeting of Shareholders of SunOpta, Inc. I would like to introduce the persons joining me today. Directors Shan Atkins, Al Bowles, Derek Griffith, Dave Colo, Michael Detlefsen, Cathy Hood, Brendan Springstub, Greg Tanner 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 deposited, I would ask that those of you 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 Emily Hunswich and Leanne Branston from Broadridge Financial Services for Financial Solutions, Inc. As scrutineer of the meeting. If there is no objection to such appointment, I would 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 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 that for all purposes of this meeting, notice and accompanying materials be taken as having been read in full at this meeting. I second the motion. Thank you. All those in favor so, signify by raising their right hand. Contrary, if any, I declare the motion carried. Service of notice calling the annual 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 24, 2017. In 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 24, 2017 be hereby dispensed with and that the minutes be taken as read and approved. I second the motion. Thank you. All those in favor, please signify by raising your right hand. Contrary, if any, I declare the motion carried. I have before me the annual report and the audited consolidated financial statements of SunOpta Inc. For the year ended December 30, 2017, 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 atwww.senoxa.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 9 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, David Colo, Michael Detlefsen, Dean Hollis, Katrina Hood, Brenda Springstub, Greg Tanner. 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 votes for than withheld and thus are deemed elected in accordance with the majority voting provisions of 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 or 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. I believe Rob McCarragher has a resolution in this regard. I move that Deloitte 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. Thank you. All those in favor, please signify so signify 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 Dave Colo 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 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the United States 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. Thank you. All those in favor, please so signify by raising your right hand. Contrary, if 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 meeting of shareholders be terminated. I second the motion. Thank you. 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. Thank you. I'm showing no questions at this time. I'd like to turn the call back over to Mr. Dean Hollis for any closing remarks. Thank you for joining us for SunOpta's Annual Meeting of Shareholders. Have a great day.