Mr. Brian Kocher reports

REFRESCO TO ACQUIRE SUNOPTA FOR $6.50 PER SHARE IN CASH

Refresco, the leading independent beverage solutions provider for pre-eminent global and local beverage brands in North America, Europe and Australia, and SunOpta Inc. have entered into a definitive agreement, under which Refresco has agreed to acquire SunOpta for $6.50 per share in cash.

Steve Presley, chief executive officer of Refresco, said: "SunOpta represents an exceptional strategic addition to our portfolio and is consistent with our proven growth strategy to expand our capabilities into adjacent beverage categories. The acquisition of SunOpta is highly complementary and significantly broadens our position in the fast-growing plant-based beverages category. It further enhances our existing North American presence and capabilities, supporting a more balanced geographic footprint between North America and the rest of the world. Acquiring SunOpta enables us to further expand our offerings to our existing retailer and branded customers while adding leading out-of-home customers and capabilities to Refresco that are aligned with our long-term value creation strategy. Finally, and most importantly, I am excited to welcome the SunOpta team to the Refresco family."

Brian Kocher, chief executive officer of SunOpta, said: "This strategic combination validates our vision of transforming SunOpta into a premier solutions partner in the high-growth better-for-you food and beverage space. Over the past several years, we've built exceptional platforms serving marquee customers and consistently delivering double-digit growth while maintaining the highest food safety and quality standards. This partnership with Refresco provides the resources and scale to unlock SunOpta's full potential. I'm incredibly proud of what our team has accomplished and excited about the opportunities ahead as we enter this next chapter of our growth journey."

Additional transaction details

The transaction, which has been unanimously approved by the boards of directors of both companies, will be implemented by way of a statutory court-approved plan of arrangement under the Canada Business Corporations Act. It is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including receipt of court and regulatory approvals and subject to SunOpta shareholder approval. Upon completion of the transaction, SunOpta will become a wholly owned subsidiary of Refresco and the shares of SunOpta will no longer be publicly traded. In light of the pending transaction, SunOpta is suspending its quarterly earnings conference calls and will no longer be providing quarterly or annual guidance.

Advisers

Lazard is serving as financial adviser to SunOpta and has delivered a fairness opinion to the board of directors of SunOpta. Faegre Drinker Biddle & Reath LLP and Davies Ward Phillips & Vineberg LLP are serving as SunOpta's legal counsel.

Scotiabank is serving as financial adviser to the SunOpta special committee and has delivered a fairness opinion to the special committee. Wildeboer Dellelce LLP is serving as legal counsel to the SunOpta special committee.

Morgan Stanley & Co. LLC is serving as exclusive financial adviser to Refresco. Morgan Stanley Senior Funding Inc. and KKR Capital Markets LLC have provided committed financing for the transaction. Simpson Thacher & Bartlett LLP and Bennett Jones LLP are serving as legal advisers to Refresco on the acquisition.

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, food-service and e-commerce channels across North America.

About Refresco

Refresco is the leading independent beverage solutions provider for pre-eminent global and local beverage brands, with production in North America, Europe and Australia. Refresco offers an extensive range of product and packaging combinations from carbonated soft drinks, juices, RTD (ready-to-drink) teas and mineral waters to energy drinks, sports drinks and plant-based beverages in carton, (aseptic) PET (polyethylene terephthalate), cans and glass. Refresco continuously searches for new and alternative ways to improve the quality of its products and packaging combinations in line with consumer and customer demand and environmental responsibilities. Refresco is headquartered in Rotterdam, the Netherlands, and has more than 14,000 employees.

Additional information and where to find it

In connection with the proposed transaction, SunOpta intends to file materials with the SEC (U.S. Securities and Exchange Commission) and Canadian securities regulatory authorities, as applicable. SunOpta intends to file a notice of the special meeting of SunOpta's shareholders and accompanying management information circular and proxy statement with the SEC on EDGAR and Canadian securities regulatory authorities under its profile on SEDAR+ in connection with the solicitation of proxies to obtain shareholder approval. Following the filing of the circular with the SEC and with Canadian securities regulatory authorities, SunOpta will mail the circular to each shareholder of SunOpta entitled to vote at a special meeting of shareholders to be called to consider the transaction. This communication is not a substitute for the circular or for any other document that SunOpta may file with the SEC or Canadian securities regulatory authorities or send to SunOpta's shareholders in connection with the transaction. Investors and securityholders of SunOpta are urged to carefully and thoroughly read the circular, as may be amended or supplemented from time to time, and other relevant documents filed by SunOpta with the SEC or Canadian securities regulatory authorities, when they become available, because they will contain important information about SunOpta, the transaction, the risks related thereto and related matters.

Shareholders of SunOpta will be able to obtain free copies of the circular, as may be amended from time to time, and other relevant documents filed by SunOpta with the SEC and Canadian securities regulatory authorities (when they become available) through the website maintained by the SEC or under its profile on SEDAR+, as applicable. Copies of documents filed with the SEC by SunOpta will be available free of charge from SunOpta's website. Full details of the transaction will be described in the circular, which is expected to be mailed to shareholders of SunOpta in March, 2026. The meeting is expected to be held in April, 2026.

Participants in the solicitation

SunOpta and certain of its directors, executive officers and other employees, under the SEC's rules, may be deemed to be participants in the solicitation of proxies of SunOpta's stockholders in connection with the transaction. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and their respective direct and indirect interests in the transaction, by securityholdings or otherwise, will be included in the definitive circular and other materials to be filed with the SEC in connection with the transaction (if and when they become available). Free copies of these documents may be obtained as described in the preceding paragraph.

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