SunOpta (SOY) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 16, 2026, for shareholders to vote on the proposed acquisition of all outstanding shares by an affiliate of Refresco for US$6.50 per share in cash, representing a 44% premium to the 20-day VWAP as of February 5, 2026, and an enterprise value of approximately US$1.1 billion.

• The board, following a special committee's unanimous recommendation, determined the arrangement is fair and in the best interests of shareholders, citing compelling value, certainty of value, and a thorough strategic alternatives review.

• The arrangement is subject to shareholder approval, court approval, and satisfaction of other closing conditions, with risks disclosed regarding potential delays, regulatory approvals, and possible non-completion.

• Forward-looking statements highlight anticipated benefits, risks, and uncertainties, including regulatory, operational, and market impacts.

Voting matters and shareholder proposals

• Shareholders will vote on the plan of arrangement at a virtual-only meeting, with the board recommending a vote in favor.

• The record date for voting is March 10, 2026, and proxies must be received by April 14, 2026.

• Voting instructions are provided for both registered and non-registered shareholders.

Board of directors and corporate governance

• The arrangement was reviewed by a special committee of independent directors and approved unanimously by the board after consultation with financial and legal advisors.

• The board engaged external advisors to maximize shareholder value and evaluate strategic alternatives.