Rogers Sugar Inc. — Proxy Solicitation & Information Statement 2024

Dec 18, 2024

ROGERS

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General Meeting of Rogers Sugar Inc. to be held on February 5, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 4:00 P.M., Eastern Time, on February 3, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
• 1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this document.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

021HSA

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Appointment of Proxyholder

The undersigned shareholder ("Registered Shareholder") of the Corporation hereby appoints, Mr. William Maslechko, or failing this person, Mr. M. Dallas H. Ross

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/RogersSugar and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Rogers Sugar Inc. (the "Corporation") to be held online at meetnow.global/MA6PWHW on February 5, 2025 at 4:00 P.M., (Eastern time), and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY [HIGHLIGHTED TEXT] OVER THE BOXES.

1. Election of Directors of the Corporation

	For	Against		For	Against		For	Against		Fold
01. Dean Bergmame	☐	☐	02. Shelley Potts	☐	☐	03. M. Dallas H. Ross	☐	☐
04. Daniel Lafrance	☐	☐	05. Gary M. Collins	☐	☐	06. Stephanie Wilkes	☐	☐

1. Appointment of Auditor

To appoint KPMG LLP, Chartered Professional Accountants, as auditor of the Corporation and to authorize the Audit Committee of the Corporation to fix the remuneration of the auditor of the Corporation.

1. Consideration and Direction relating to Election of Directors of Lantic Inc.

To consider the two nominees of the Corporation standing for election as directors of Lantic Inc. ("Lantic") and to direct the directors of the Corporation to vote all of the common shares of Lantic held by the Corporation in favour of the election of such nominees for the ensuing year.

1. M. Dallas H. Ross

2. Daniel Lafrance

3. Advisory Resolution

To consider and, if thought advisable, to pass the non-binding advisory "say on pay" resolution on executive compensation, as more particularly set forth in the Management Information Circular dated December 18, 2024.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

RSIQ

375673

AR2

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021HTA