Mr. Reed Anderson reports

SUNOPTA FILES CIRCULAR AND PROXY STATEMENT FOR SPECIAL MEETING OF VOTING SHAREHOLDERS AND ANNOUNCES RECEIPT OF INTERIM ORDER

SunOpta Inc. has filed and is mailing the management information circular and proxy statement and related materials for the special meeting of the holders of common shares and the holders of special shares. The shareholder meeting is to be held virtually on April 16, 2026, at 10 a.m. (Eastern Time). At the shareholder meeting, the common shareholders and the holders of the special shares, voting together as a single class, will be asked to approve the previously announced plan of arrangement under the Canada Business Corporations Act, pursuant to which an affiliate of Refresco Holding B.V., the leading independent beverage solutions provider for preeminent global and local beverage brands in North America, Europe and Australia, will acquire all of the issued and outstanding common shares for $6.50 (U.S.) per common share in cash.

Unanimous board recommendation and benefits of the arrangement to shareholders

The arrangement was reviewed and overseen by a special committee of independent directors of the company. The board of directors of the company, after consultation with its financial and legal advisers and careful consideration of various factors and upon the unanimous recommendation of the special committee, unanimously determined that the arrangement is fair to the voting shareholders and is in the best interests of the company and recommends that the voting shareholders vote in favour of the arrangement at the shareholder meeting. The factors considered by the board and the special committee are detailed in the circular and proxy statement and include:

• Compelling value: In light of the EBITDA (earnings before interest, taxes, depreciation and amortization) multiple represented by the enterprise value of the company implied by the consideration payable under the arrangement and the premium of such consideration to the trading price of the common shares, the special committee and the board believed that it was unlikely that the trading price of the common shares would, in the near to medium term, yield greater value to the common shareholders compared to the immediate and certain consideration to be received by them if the arrangement is completed. The consideration represented an enterprise value of the company of approximately $1.1-billion (U.S.), a 44-per-cent premium to the company's 20-trading-day volume weighted average price as of Feb. 5, 2026, and an acquisition multiple of approximately 12.0 times based on the centre point of the company's then-available adjusted EBITDA guidance for the fiscal year ended Jan. 3, 2026, and approximately 10.8 times based on the company's projected adjusted EBITDA for the fiscal year ending Jan. 2, 2027.

• Certainty of value: The all-cash consideration provides the common shareholders certainty of value and liquidity for their common shares, while eliminating the risks of executing on the company's standalone long term business plans.

• Strategic alternatives review and sale process: The board was engaged in an evaluation of strategic alternatives to maximize shareholder value over the long term, including management's stand-alone long-term business plans and the company's management team had been engaging third parties in connection with potential transformational acquisitions for almost a year and other strategic alternatives for more than a quarter prior to the announcement of the arrangement. After Refresco presented its initial indication of interest to the company, the board retained Lazard Freres & Co. LLC to engage with Refresco to seek to maximize the price offered by Refresco and to identify and engage with other potential parties that could maximize the price common shareholders might receive as consideration in any such strategic alternative (as further described in the circular and proxy statement). The special committee and the board believed that, taking into account the perspectives provided by the company's financial adviser and the company's senior management, it was highly uncertain that another party would be able to execute a transaction at a value in excess of the value offered by Refresco and that the consideration was the best value reasonably available to the common shareholders.

Additional information related to the benefits and related risks of the arrangement is contained in the circular and proxy statement.

Interim order

The company is pleased to also announce that on March 16, 2026, the interim order was granted by the Ontario Superior Court of Justice (commercial list) authorizing matters relating to the arrangement, including the holding of the shareholder meeting and the mailing of the circular and proxy statement. The shareholder meeting is to be held in accordance with the terms of the interim order.

Shareholder meeting and circular and proxy statement

The shareholder meeting will be held in virtual-only format on April 16, 2026, at 10 a.m. (Eastern Time) via live audio webcast on-line. Voting shareholders will not be able to attend the shareholder meeting in person, but registered and non-registered voting shareholders or their duly appointed proxyholders that join the webcast of the shareholder meeting will be able to participate, submit questions and vote at the shareholder meeting. Guests will be able to virtually attend and listen to the shareholder meeting but will not be able to vote or ask questions at the shareholder meeting.

The board has fixed the close of business on March 10, 2026, as the record date for the determination of voting shareholders entitled to receive notice of, and vote at, the shareholder meeting.

Proxies and voting instruction forms must be received no later than the proxy cut-off of April 14, 2026, at 10 a.m. (Eastern Time) or, in the case of any adjournment or postponement of the shareholder meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the reconvened shareholder meeting. Non-registered common shareholders that hold common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should carefully follow the instructions provided by their intermediary to ensure that their common shares are voted at the shareholder meeting in accordance with their voting instructions.

The circular and proxy statement provides important information regarding the arrangement and related matters, including the background to the arrangement, the reasons for recommendation of the board, voting procedures and how to virtually attend the shareholder meeting. Voting shareholders are urged to read the circular and proxy statement and its appendices carefully and in their entirety. The circular and proxy statement is being mailed to voting shareholders in compliance with applicable laws and the interim order. The circular and proxy statement is available on the company's website and under the company's issuer profile on SEDAR+ and on EDGAR.

Shareholder questions and assistance

If you have any questions or need assistance in your consideration of the arrangement or with the completion and delivery of your proxy, please contact the company's shareholder communications adviser and proxy solicitation agent, Sodali & Co, by telephone at 1-833-830-8285 (North America) or 1-289-695-3075 (outside North America), or by e-mail at assistance@investor.sodali.com. If you have any questions about depositing your common shares to the arrangement, including with respect to completing the letter of transmittal, please contact TSX Trust Company, which is acting as depositary under the arrangement, by telephone at 1-866-600-5859 (North America) or 1-416-342-1091 (outside North America), or by e-mail at tsxtis@tmx.com. Voting shareholders are reminded that proxies and voting instruction forms must be received no later than the proxy cut-off of April 14, 2026, at 10 a.m. (Eastern Time).

The board has unanimously determined that the arrangement is fair to the voting shareholders and is in the best interests of the company and recommends that the voting shareholders vote in favour of the arrangement at the shareholder meeting.

About SunOpta Inc.

SunOpta delivers customized supply chain solutions and innovation for top brands, retailers and food-service providers across a broad portfolio of beverages, broths and better-for-you snacks. With over 50 years of expertise, SunOpta fuels customers' growth with high-quality, sustainability-forward solutions distributed through retail, club, foodservice and e-commerce channels across North America.

We seek Safe Harbor.