Rogers Sugar : Management Information Circular 2023

ROGERS SUGAR INC.

NOTICE OF ANNUAL MEETING AND

MANAGEMENT INFORMATION CIRCULAR

December 20, 2023

Rogers Sugar Inc.'s annual meeting of shareholders will be held in a virtual-only format, via online live webcast. A virtual-only meeting format is being applied in order to enfranchise and give all shareholders an equal opportunity to participate in the meeting regardless of their geographic location. Shareholders will not be able to attend the meeting in person. Important details about the meeting and how shareholders can participate virtually are set out in this management information circular and the accompanying proxy materials.

December 20, 2023

Dear Shareholder:

We are pleased to invite you to the annual meeting of the shareholders of Rogers Sugar Inc. to be held online via live webcast at https://meetnow.global/MNKPTJX, on Wednesday, February 7, 2024, at 4:00 p.m. (Eastern time). The meeting has been called to conduct our regular annual business as more fully described in the management information circular.

If you are unable to participate in the meeting, please complete, sign, date and return the enclosed proxy in accordance with the instructions set out therein and in the enclosed management information circular.

Yours very truly,

(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.

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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/MNKPTJX,on Wednesday, February 7, 2024, 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 30, 2023, 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 20, 2023 (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-BindingAdvisory 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 5, 2024 (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 8, 2023 (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.

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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/investorsor 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 1-844-913-4350to 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 20th day of December 2023

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.

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TABLE OF CONTENTS

ROGERS SUGAR INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (this "Circular") is provided in connection with the solicitation of proxies by and on behalf of the management of Rogers Sugar Inc. ("RSI" or the "Corporation") for use at the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation to be held online via live webcast at https://meetnow.global/MNKPTJXon Wednesday, February 7, 2024 at 4:00 p.m. (Eastern time) for the purposes set forth herein and in the Notice of Meeting accompanying this Circular. Unless otherwise indicated, the information contained in this Circular is given as of December 20, 2023. Moreover, the use of the present tense and of the words "current", "currently", "presently", "now" and similar expressions in this Circular is to be construed as referring to information given as of December 20, 2023, unless the context otherwise requires or unless otherwise indicated.

The cost incurred in the solicitation of proxies and in the preparation and mailing of the proxy, Notice of Meeting and this Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication by or on behalf of the management of the Corporation, and by the management of Lantic Inc. ("Lantic" or the "Administrator"), the administrator of the Corporation, who will not be specifically remunerated therefor.

1. APPOINTMENT OF PROXIES

Shareholders have received with this Circular a form of proxy for the Meeting. Voting by proxy means you are giving the person or persons named in your form of proxy the authority to virtually attend the Meeting, or any adjournment or postponement thereof, and vote your Common Shares for you. A Shareholder submitting a proxy has the right to appoint a person (who need not be a Shareholder) to participate in and act on its, his or her behalf at the Meeting, other than the persons designated in the enclosed form of proxy. The persons designated in the enclosed form of proxy are the management nominees selected by the Corporation to act on a Shareholder's behalf if a Shareholder submits its, his or her proxy without appointing another person to represent it, him or her. The appointment of another person than the management nominees may be exercised by striking out the names of the management nominees and by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy. A proxy will not be valid unless it is completed and delivered to the Corporation, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, for receipt not later than 4:00 p.m. (Eastern time) on February 5, 2024 (or not later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). A proxy should be executed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney thereof indicating the capacity under which such officer or attorney is signing.

2. REVOCABILITY OF PROXIES

A Shareholder who has submitted a proxy may revoke it at any time insofar as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by an instrument in writing executed by the Shareholder or by his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized in writing, and deposited with the Corporation, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting. A proxy may also be revoked if a Shareholder personally participates in the Meeting and votes his or her securities or, if the Shareholder is a corporation, its duly authorized officer or attorney personally participates in the Meeting and votes such Shareholder's securities, or in any other manner permitted by law.

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3. NON-REGISTEREDHOLDERS

The information set forth in this section is important to the many Shareholders who do not hold Common Shares in their own names (the "Non-RegisteredHolders"). Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. However, in many cases, Common Shares beneficially owned by a Non-Registered Holder are registered either:

1. in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers of brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
2. in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or "CDS") of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Circular, the form of proxy and the Corporation's 2023 Annual Report for the period ended September 30, 2023, including audited financial statements and management's discussion and analysis (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Copies of the Meeting Materials are also available on the Administrator's website at www.lanticrogers.com/en/investorsand under the Corporation's profile on the System for Electronic Document Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive the Meeting Materials will either:

1. be given a proxy which is signed by the Intermediary (typically by a facsimile, stamped signature) and already sets forth the number of securities beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. The Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc. ("Computershare") as described above; or
2. more typically, be given a voting instruction form (a "VIF") which must be completed and signed by the Non- Registered Holder in accordance with the directions on the VIF received by the Non-Registered Holder.

Non-Registered Holders who have objected to their Intermediaries disclosing ownership information about them to the Corporation ("OBOs") will not receive the Meeting Materials unless their Intermediaries assume the cost of delivery. The Corporation does not intend to pay for Intermediaries to forward any Meeting Materials or other materials required to be forwarded to OBOs under NI 54-101.

The majority of Intermediaries delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada ("Broadridge"). Broadridge typically mails a VIF to the Non-Registered Holders and asks Non-Registered Holders to return the VIF to Broadridge (the Broadridge form also allows completion of the VIF by telephone or via the internet). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of securities to be represented at the Meeting. A Non-Registered Holder receiving a VIF from Broadridge cannot use that VIF to vote securities directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Common Shares held by Intermediaries can be voted only upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting securities for their clients. The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own.

Should a Non-Registered Holder who receives either a proxy or a VIF wish to participate in and vote at the Meeting (or have another person participate and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the management nominees identified in the form of proxy or VIF, as applicable,

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and insert the Non-Registered Holder's (or such other person's) name in the blank space provided, or, in the case of a VIF, follow the corresponding directions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies and ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

4. EXERCISE OF DISCRETION BY PROXYHOLDERS

The persons named in the enclosed form of proxy will, on a poll, vote or withhold from voting, or vote as instructed, the securities in respect of which they are appointed in accordance with the instructions of the Shareholders appointing them. In the absence of such a voting instruction, such securities will, on a poll or otherwise, be voted FOR those matters set out in the enclosed proxy and at the discretion of the proxyholders with respect to other matters that may properly come before the Meeting. THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY

AUTHORITY UPON THE PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE PROXY AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. At the time of printing this Circular, neither the board of directors of the Corporation (the "Board"), the management of the Corporation nor the management of the Administrator is aware of any such amendments, variations or other matters. If any matters which are not known to the Board, the management of the Corporation or the management of the Administrator should properly come before the Meeting, the persons named in the accompanying form of proxy will vote on such matters in accordance with their best judgment.

5. HOW TO ACCESS AND PARTICIPATE IN THE CORPORATION'S 2024 VIRTUAL MEETING

Registered Shareholders and duly appointed proxyholders will be able to listen to the Meeting, ask questions and vote online, all in real time, provided they are connected to the Internet at all times.

Guests - including Non-Registered Holders who did not appoint themselves as proxyholder - will be able to listen to the Meeting but will not be able to vote live nor ask questions.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or VIF - including Non-Registered Holders who wish to appoint themselves as proxyholder - must carefully follow the instructions in this Circular and on their form of proxy or VIF.

In order to attend the Meeting, registered Shareholders, duly appointed proxyholders (including Non-Registered Holders who have duly appointed themselves as proxyholder) and guests (including Non-Registered Holders who have not duly appointed themselves as proxyholders) must log in online at https://meetnow.global/MNKPTJX.

If you are a registered Shareholder:

You may enter your username which is the 15-digit control number on your form of proxy provided by Computershare. Note that in the event that you use your control number to log in to the Meeting, any vote you cast will thereby revoke any proxy you previously submitted. If you do not wish to revoke a proxy that you previously submitted, you should refrain from voting during the Meeting.

If you are a duly appointed proxyholder:

Register your proxyholder with Computershare by visiting www.computershare.com/RogersSugarand provide Computershare with the proxyholder's contact information by February 5, 2024 at 4:00 p.m. (Eastern time), so that Computershare may provide the proxyholder with an invite code via email after the proxy voting deadline has passed. Failure to register the proxyholder will result in the proxyholder not receiving the invite code from Computershare that is required in order to participate and vote at the Meeting.

If you are a guest:

Click "I am a guest" and then complete the online form.

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Shareholders are strongly encouraged to express their vote in advance by completing the form of proxy or VIF that was sent to them. Detailed instructions on how to complete and return proxies and VIFs by mail, fax or email are provided in this Circular.

Alternatively, Shareholders may express their vote in advance by voting online or using the toll-free telephone number set out on the form of proxy or VIF.

To be effective, voting instructions must be received by our transfer agent and registrar, Computershare, at any time prior to February 5, 2024.

6. VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOFVoting of Common Shares

A total of 105,096,120 Common Shares were outstanding as at September 30, 2023 and the date of this Circular, respectively.

Shareholders of record are entitled to receive notice of and to participate in the Meeting personally or by proxy, and to one vote per Common Share held on any poll vote taken at the Meeting.

The directors of the Corporation (the "Directors") have fixed the record date for the Meeting as of the close of business on December 8, 2023, (the "Record Date"). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting.

Principal Holders of Common Shares

To the knowledge of the Directors, there is no person or corporation which beneficially owns or exercises control or direction over, directly or indirectly, Common Shares carrying 10% or more of all the votes attached to the outstanding Common Shares, other than Belkorp Industries Inc. ("Belkorp"), which is the beneficial owner of, or exercises control or direction over, directly or indirectly, 11,380,823 Common Shares, representing approximately 10.8% of the issued and outstanding Common Shares. The foregoing figures do not include the Common Shares into which any of the Sixth Series 5.0% Convertible Unsecured Subordinated Debentures of the Corporation due December 31, 2024 or the Seventh Series 4.75% Convertible Unsecured Subordinated Debentures of the Corporation due June 30, 2025, beneficially owned, or over which control or direction is exercised, directly or indirectly, by Belkorp, may be converted.

7. EXECUTIVE AND OTHER COMPENSATION

Compensation of the Directors and of the Lantic Directors

Annual retainers and attendance fees of the Directors and of the Lantic Directors

The compensation of the Directors and the directors of Lantic (the "Lantic Directors") is designed to (i) attract and retain the most qualified people to serve on the Board and the board of Lantic Directors (the "Lantic Board"), as applicable, and (ii) provide appropriate compensation for the risks and responsibilities related to being an effective director.

In fiscal year 2022, a review of the Directors and Lantic Directors' compensation was undertaken by Hugessen Consulting to compare their compensation to compensation paid to directors of other Canadian entities of comparable size and/or similar industry.

Based on this analysis and taking into consideration the growing demands and risks of serving as a steward in today's complex business and governance environments, the Environmental, Social and Governance ("ESG") Committee of the Board (the "ESG Committee") recommended, and the Board and the Lantic Board approved changes to the compensation, to be more in line with competitive levels in the market, which became effective on January 1, 2023. For fiscal year 2024, the ESG Committee recommended, and the Board and the Lantic Board approved an adjustment in the overall compensation to cover the current inflation. The calculated adjustment is included in the annual board retainers.

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In addition, a Director that serves on the Board as well as on the Lantic Board, including the Audit Committee of the Board (the "RSI Audit Committee") and Human Resources and Compensation Committee of the Board (the "RSI HRCC") receives his or her compensation from the Corporation and does not receive any compensation from Lantic.

The annual retainer and meeting fees for the Directors are as follows:

Since January 1, 2018, 35% of the annual retainers, for the Directors and the Lantic Directors is payable in Common Shares. The Corporation does not issue from treasury any Common Shares in connection with the foregoing. Rather, Common Shares that are granted to Directors and Lantic Directors are acquired over the market by a third party broker for the account of such directors.

Each Director is compensated for all reasonable out-of-pocket expenses incurred incidentally to attending a meeting of the Board. There are no incentive award payments to the Directors.

The annual retainer and meeting fees for the Lantic Directors, except for the President and Chief Executive Officer ("CEO") of Lantic, who is not entitled to receive any compensation for acting as a Lantic Director, are as follows. In addition, as mentioned above, a Lantic Director that also serves as a Director has not received any compensation since January 1, 2018.

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