SunOpta Inc. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2021-03-30

Reporting Person: Reijn Barend (General Manager of CPG Fruit)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Performance Stock Units	$	A	14161	Acquired		Common Shares (14161)	Direct

Footnotes

F1: Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

F2: The Performance Stock Units ("PSUs") vest on March 30, 2022 based upon the Company's gross Adjusted EBITDA (the "Performance Measure") for its 2021 fiscal year. If the Performance Measure is less than $65.65 million, none of the PSUs will vest and the PSUs will expire. If the Performance Measure is at or greater than $65.65 million, a percentage of the PSUs, ranging from 50% to 100%, will vest in accordance with a vesting table and the remaining PSUs will expire. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $75.65 million, all of the PSUs will vest. Vesting is also subject to individual performance and continued employment of the reporting person through the vesting date.

F3: The Performance Stock Units do not have an expiration date.