SunOpta (SOY) Proxy filing summary

Executive summary

• Proxy advisory firms ISS and Glass Lewis recommend voting in favor of the proposed acquisition by Refresco at the special shareholder meeting scheduled for April 16, 2026.

• The acquisition agreement sets a cash purchase price of $6.50 per share, subject to shareholder and court approval, and other customary closing conditions.

• Forward-looking statements highlight anticipated benefits, timing, and risks associated with the acquisition, including regulatory and financing uncertainties.

• The arrangement agreement was signed on February 6, 2026, between SunOpta, Pegasus BidCo B.V., and 2786694 Alberta Ltd.

Voting matters and shareholder proposals

• Shareholders are urged to vote on the proposed acquisition, with proxy cut-off set for April 14, 2026.

• The board unanimously recommends voting in favor of the arrangement.

• Shareholder approval and Ontario Superior Court of Justice approval are required for the transaction to proceed.

Board of directors and corporate governance

• The board has determined the arrangement is fair and in the best interests of shareholders.

• Directors and executive officers may be considered participants in the proxy solicitation.

• Information on directors’ and officers’ interests is available in the proxy statement.