Good morning, ladies and gentlemen, and welcome to the SunOpta special meeting of shareholders, which is being held virtually. I would now like to turn the meeting over to your host, Leslie Starr, Chair of the SunOpta Board of Directors and Chair for today's meeting. Ms. Starr, please proceed.
Good morning, and welcome to the special meeting of shareholders of SunOpta Incorporated to consider the proposed arrangement between SunOpta Incorporated and an affiliate of Refresco Holding B.V. I'm Leslie Starr, Chair of the SunOpta's board of directors, and I will be the chair of this meeting. I would like to introduce the members of management present at the meeting. We have Brian Kocher, Chief Executive Officer, Chris McCullough, General Counsel and Corporate Secretary. I would also welcome the directors and other officers of SunOpta who are also in attendance online. This special meeting is being held online. This format allows all shareholders and duly appointed proxy holders an opportunity to participate, ask questions, and vote at the meeting. Guests are also welcome to attend and listen to the meeting, but may not ask questions or vote.
As this meeting is being held virtually, we would like to set out a few rules for the orderly conduct of the meeting. Motions and questions can be submitted by any shareholder or duly appointed proxy holder using the Ask a Question section of the virtual meeting interface. Please note there will be a slight delay in the publication of the communications received. When making a motion or asking a question, please indicate whether you are a shareholder or whether you are a duly appointed proxy holder. I will open the floor to questions at the appropriate time prior to voting. Messages are generally received shortly after they are submitted, and motions or questions and response to motions will be read out and addressed as soon as possible. For the purposes of the meeting today, voting will be conducted by electronic ballot.
Shareholders and duly appointed proxy holders will be asked to vote on each motion that is properly brought before the meeting. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have two minutes to do so when the polls are open. We will advise when there is one minute left before the polls close. If you are a shareholder and you have already voted by proxy or voting instruction form, you do not need to vote again unless you wish to change your vote. We will now proceed with the formal portion of today's meeting. To facilitate the meeting, certain shareholders or duly appointed proxy holders have been asked to move or second the resolution. I will call on them at the appropriate times.
Our corporate secretary is Chris McCullough, and he will act as secretary of this special meeting. Jennifer Huff of Broadridge Financial Solutions will act as scrutineer. Broadridge has provided sworn affidavits stating that the circular and proxy statement and related proxy materials have been mailed to each shareholder. I direct the secretary to keep copies of the affidavits with the records of the company. Unless there is an objection, which may be raised only by shareholders or duly appointed proxy holders by using the instant messaging service of the virtual interface, I will dispense with the reading of the notice of the meeting. Copies of the circular and proxy statement and other meeting materials are available under the company's profile on SEDAR+ and EDGAR. As no objections have been received, we will continue.
The first item on the agenda for today's meeting is to consider and, if deemed advisable, pass a special resolution approving the arrangement of SunOpta under Section 192 of the Canada Business Corporations Act involving SunOpta and an affiliate of Refresco Holding B.V. Pursuant to the arrangement, a wholly owned subsidiary of Refresco will acquire all of the issued and outstanding SunOpta shares. In exchange, SunOpta shareholders will receive $6.50 for each SunOpta share held. The second item on the agenda for today's meeting is to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the company's named executive officers in connection with the consummation of the arrangement. Full details concerning the arrangement and related executive compensation matters are contained in the circular and proxy statement dated 16th March, 2026, that was distributed to all shareholders prior to today's meeting.
I would also like to advise those in attendance that prior to the date of this meeting, management has received proxies providing sufficient votes to pass the arrangement resolution and the executive compensation proposal. Under our governing laws and our bylaws, and in accordance with the interim order of the Ontario Superior Court of Justice, Commercial List, as dated 16th March , 2026, registered shareholders, beneficial shareholders, and duly appointed proxy holders who are participating in today's virtual meeting are deemed to be present at the meeting for all purposes, including for the purpose of establishing quorum. I am advised that a quorum is present and the meeting is properly constituted. A copy of the scrutineer's final report on attendance will be filed with the records of the meeting.
As proper notice of the meeting has been given and we have established a quorum for the meeting, I now declare this meeting to be duly convened. As mentioned, voting today will be conducted by electronic ballot. If you have not already voted prior to the meeting, I ask that shareholders and duly appointed proxy holders register their votes once the polls open on the arrangement resolution and the executive compensation proposal. Voting on both resolutions will occur after both resolutions have been introduced and shareholders have had the opportunity to make comments or ask questions. All shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see on the screen the arrangement resolution, executive compensation proposal, and any motion brought forth at this meeting.
If you are a shareholder and you have already voted by proxy or voting instruction form, you need not vote again unless you wish to change your vote. As mentioned, once open, the polls will remain open for approximately two minutes, at which point the electronic polls will be closed. It is now time to consider, and if deemed advisable, to approve a special resolution authorizing the proposed arrangement of SunOpta under Section 192 of the Canada Business Corporations Act, as described earlier. The board unanimously recommends that shareholders vote in favor of the arrangement resolution. In order to be approved, the arrangement resolution must be passed by at least 2/3 of the votes cast by the holders of SunOpta common shares and special shares voting as a single class, present at the meeting virtually or represented by proxy.
The full text of the arrangement resolution is set out in Appendix B of the circular and proxy statement. I will now ask Chris McCullough to move the special resolution of shareholders approving the arrangement attached as Appendix B to the circular and proxy statement.
Ms. Chair, this is Chris McCullough. I move for the adoption of the resolution attached as Appendix B to the circular and proxy statement approving the arrangement.
Thank you. Would Brian Kocher please second the motion?
Ms. Chair, this is Brian Kocher. I second the motion
Thank you. Are there any comments or questions with regard to this motion?
We have not received any questions at this time, Ms. Chair.
As there are no further questions with respect to the arrangement resolution, the meeting will now proceed to the second item on the agenda before the polls are opened for voting. Shareholders are being asked to consider, and if deemed advisable, to adopt a resolution approving, on an advisory, non-binding basis, the compensation that may be paid or become payable to the company's named executive officers in connection with the consummation of the arrangement. The Board unanimously recommends that shareholders vote in favor of the executive compensation proposal. In order to be approved, the votes cast in favor of the executive compensation proposal must constitute a majority of the total votes cast on the proposal, present at this meeting, virtually or represented by proxy. The full text and details related to the executive compensation proposal is set out on page 133 of the circular and proxy statement.
I will now ask Chris McCullough to move the resolution of shareholders approving the executive compensation proposal.
Ms. Chair, this is Chris McCullough. I move for the adoption of the resolution approving the executive compensation proposal as described in the circular and proxy statement.
Thank you. Would Brian Kocher please second the motion?
Ms. Chair, this is Brian Kocher. I second the motion.
Thank you. Are there any comments or questions with regard to this motion?
We have not received any questions at this time.
As there are no further questions on the executive compensation proposal, the meeting will now proceed to a vote on both the arrangement resolution and the executive compensation proposal. I understand that you will be requested to register your vote on the virtual interface for this virtual meeting. You need to have properly logged in with your control number and accepted the terms and conditions of the virtual meeting. If you have previously deposited a proxy and do not wish to change your vote, it is not necessary to complete a ballot. The polls are now open.
At this point, all shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see on the screen the motions being brought forth at this meeting to approve the arrangement resolution and the executive compensation proposal by clicking on the voting button on the web portal and following the instructions there. Each shareholder or proxy holder completing an electronic ballot should record his or her vote in respect of each of the arrangement resolution and the executive compensation proposal. Each shareholder and proxy holder has two minutes to submit his or her ballot. One minute remains before polls close. As the scrutineer informs me that the period to submit votes is now over, I declare the polls closed. We will now take a brief recess to allow the scrutineer to tabulate the votes.
Please remain online and logged into the meeting during this time. I have now received from the scrutineer the preliminary report regarding the results of voting on the arrangement resolution and the executive compensation proposal. I declare that both motions have been duly carried by the requisite majorities of the votes cast by the holders of SunOpta common shares and special shares. If any shareholder is interested in the exact number of votes cast in favor of or against the arrangement resolution or executive compensation proposal, you may obtain particulars after the meeting on inquiry from the secretary. We will also be filing the voting results on SEDAR+ and EDGAR. I direct the secretary to attach the report of the scrutineer to the minutes of the meeting. The formal items of business as set out in the notice of meeting have now been dealt with.
As there is no further business to come before the meeting, I now declare the meeting to be terminated. Thank you all for taking the time to attend today.