Rogers Sugar Inc. — Proxy Solicitation & Information Statement 2024

Dec 18, 2024

ROGERS SUGAR INC.
NOTICE OF MEETING

TO: THE SHAREHOLDERS OF ROGERS SUGAR INC.

TAKE NOTICE that an annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Rogers Sugar Inc. (“RSI” or the “Corporation”) will be held online via live webcast at https://meetnow.global/MA6PWHW, on Wednesday, February 5, 2025, commencing at 4:00 p.m. (Eastern time) (the “Meeting Date”). The Meeting has been called for the following purposes:

1. to receive the Corporation’s consolidated audited financial statements as at and for the fiscal year ended September 28, 2024, together with the notes thereto and the auditors’ report thereon (for details, see section “Financial Statements” of the management information circular of the Corporation dated December 18, 2024 (the “Circular”);
2. to elect six directors of the Corporation (collectively, the “Directors”) for the ensuing year (for details, see section “Election of Directors” of the Circular);
3. to consider the two nominees of the Corporation standing for election as directors of Lantic Inc. (“Lantic”) and to direct the Directors 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 (for details, see section “Election of Lantic Directors” of the Circular);
4. to appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Corporation, with remuneration to be fixed by the Audit Committee of the Corporation (for details, see section “Appointment of the Auditors” of the Circular);
5. to consider and, if thought advisable, to adopt the non-binding advisory “Say on Pay” resolution on executive compensation (for details, see section “Say On Pay’ Non-Binding Advisory Vote” of the Circular); and
6. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice of Meeting.

This year again, the Corporation will hold the Meeting in a virtual-only format via live webcast. Shareholders will have an equal opportunity to attend and participate in the Meeting online, regardless of their geographic location, as well as to ask questions and vote on certain topics. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to participate in the Meeting as guests, but guests will not be able to vote or speak at the Meeting. Shareholders will not be able to attend the Meeting physically. A summary of the information Shareholders and proxyholders will need to attend the Meeting online is provided in the Circular.

Shareholders who are unable to participate in the Meeting are requested to date and sign the enclosed proxy and to mail it to or deposit it with the Corporation, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. In order to be valid and acted upon at the Meeting, proxies must be returned to the aforesaid address not later than 4:00 p.m. (Eastern time) on February 3, 2025 (or not later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed).

Online participation in the Meeting enables registered Shareholders to participate in the Meeting and ask questions in real time. Registered Shareholders can vote at the appropriate times by completing a ballot online during the Meeting. Registered Shareholders wishing to vote at the Meeting do not need to complete or return the form of proxy. However, even if a Shareholder wishes to participate in the Meeting, such Shareholder may vote his, her or its Common Shares in advance, each such vote to be counted if such Shareholder later decides not to participate in the Meeting.

The Directors have fixed the record date for the Meeting as of the close of business on December 6, 2024 (the “Record Date”). Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting.

3

---

If you are a registered Shareholder or you have already given the Corporation instructions to send you printed documents, your Circular is attached to this Notice of Meeting.

If you are a beneficial Shareholder, we are making the Circular available online instead of mailing it to you, according to a set of rules developed by the Canadian Securities Administrators called notice-and-access. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR+ (www.sedarplus.ca) and one other website, rather than mailing paper copies of such materials to Shareholders. Under notice-and-access, Shareholders still receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of paper copies of the Meeting materials, Shareholders receive this notice which contains information on how they may access the Meeting materials online and how to request paper copies of such documents.

You can download the Circular and other Meeting materials at www.lanticrogers.com/en/investors or on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the Circular and other proxy-related materials prior to voting.

If you would prefer to receive a paper copy of the Circular, please call the Corporation at the number in the box below or send the Corporation an email, and it will be mailed to you at no cost. Note that the Corporation will not mail the proxy form or voting instruction form, so please keep the one you received previously.

We need to receive your request no later than ten business days before the Meeting, if you want to receive the Circular before the Meeting. After the Meeting, please call 1-844-913-4350 to ask for a printed copy.

How to ask for a copy of the Circular

Call 1 (844) 913-4350 (toll-free in North America)

DATED at Montréal, Québec, this 18th day of December 2024

BY ORDER OF THE DIRECTORS OF ROGERS SUGAR INC.

(signed) M. Dallas H. Ross

M. Dallas H. Ross, Chairman of the Board of Directors of Rogers Sugar Inc., on behalf of the Directors of Rogers Sugar Inc.