📜 What This Document Is

This is a DEFA14A filing, which stands for "Definitive Additional Materials." Think of it as a formal update or press release attached to a company's main proxy statement. SunOpta is using it to announce important news to shareholders ahead of their vote on a major deal.

👉 Why it matters: This isn't the full proxy document itself, but a critical update designed to influence shareholder voting. It's a signal that the deal is moving forward and key decision-makers are weighing in.

🤝 The Deal in a Nutshell

SunOpta (STKL) has agreed to be acquired by Refresco, a global beverage manufacturer. The purchase price is US$6.50 per share in cash.

• Deal Type: It's structured as an "Arrangement" under Canadian law.
• Status: The deal is not done yet. It requires approval from SunOpta's shareholders and a final sign-off from the Ontario Superior Court of Justice.
• Key Date: Shareholders will vote at a Special Meeting on April 16, 2026.

👉 Why it matters: This is the "price tag" and the roadmap for the sale. Every shareholder needs to decide if $6.50 per share is a good price for their piece of the company.

🏦 Who's Giving the " thumbs up"? The Proxy Firms

The big news in this filing is that two of the most influential independent advisory firms have recommended shareholders vote "FOR" the deal.

1. Institutional Shareholder Services Inc. (ISS)
2. Glass, Lewis & Co. (Glass Lewis)

👉 Why it matters: These firms act like trusted "financial coaches" for big institutional investors (like pension funds and mutual funds). Their recommendation carries significant weight and often sways how large blocks of shares are voted. Their support is a strong positive signal for the deal's approval.

🗳️ What SunOpta's Leadership Says

SunOpta's Board of Directors is unanimously in favor of the sale. They have officially stated that the $6.50 per share price is fair and that selling to Refresco is in the best interests of the company and its shareholders.

👉 Why it matters: When the board and the independent experts are aligned, it creates a powerful argument for a "yes" vote. They are effectively telling shareholders, "We've done the analysis, and we believe this is the best outcome."

📅 Critical Dates & How to Vote

The clock is ticking for shareholders to have their say.

• Vote Deadline: Proxies or voting instructions must be received by April 14, 2026, at 10:00 a.m. Eastern Time.
• Virtual Meeting: The Special Meeting is on April 16, 2026, at 10:00 a.m. Eastern Time, held online at: www.virtualshareholdermeeting.com/STKL2026SM

Need Help?

• For voting assistance: Contact Sodali & Co (proxy solicitor)
  • Phone (N. America): 1-833-830-8285
  • Phone (Outside N. America): 1-289-695-3075
  • Email: [email protected]
• For questions about share deposits: Contact TSX Trust Company (depositary)
  • Phone (N. America): 1-866-600-5859
  • Phone (Outside N. America): 1-416-342-1091
  • Email: [email protected]

🏢 What SunOpta Does (Quick Context)

For background, SunOpta isn't a household name, but it's a key player behind the scenes. It's a North American supply chain solutions provider for the food and beverage industry. They help top brands and retailers create and distribute beverages, broths, and snacks. Think of them as the "engine" that helps companies get better-for-you products onto store shelves.

🧠 The Analogy

Selling a successful family restaurant. SunOpta's board and the "restaurant critic" (proxy firms) both agree the offer of $6.50 per share from a large chain (Refresco) is a fair price for the business the founders (shareholders) built. Now, the family (shareholders) must officially vote to accept the offer at the family meeting (Special Meeting) to finalize the sale.

📇 Key Contacts & People

Investor Relations:

• Reed Anderson (ICR)
• Phone: 646-277-1260
• Email: [email protected]

Media Relations:

• Claudine Galloway (SunOpta)
• Phone: 952-295-9579
• Email: [email protected]

🧩 Final Takeaway

The $6.50-per-share acquisition of SunOpta by Refresco just got a major credibility boost. With unanimous board support and endorsement from the two top proxy advisory firms, the deal is poised for shareholder approval at the April 16th meeting. The focus now shifts to shareholders casting their votes before the April 14th deadline.