Amsterdam Commodities N.V. (“Acomo”) completed the acquisition of The Organic Corporation B.V. and Tradin Organics USA LLC from SunOpta Inc. and COÖPERATIE SUNOPTA U.A.

Amsterdam Commodities N.V. (ENXTAM:ACOMO) (“Acomo”) signed an agreement to acquire The Organic Corporation B.V. and Tradin Organics USA LLC from SunOpta Inc. (TSX:SOY) and COÖPERATIE SUNOPTA U.A for €330 million on November 9, 2020. Amsterdam Commodities N.V. (ENXTAM:ACOMO) entered into a master purchase agreement to acquire The Organic Corporation B.V. and Tradin Organics USA LLC from SunOpta Inc. (TSX:SOY) and COÖPERATIE SUNOPTA U.A on November 25, 2020. The consideration will be paid on a cash free and debt free basis. The consideration shall be an amount equal to the base purchase price of €261.2 million, plus the interest amount, minus the Leakage Amount and Additional Leakage Amount. In order to finance the acquisition, Acomo has secured a term loan facility of €150 million. In addition, an equity bridge facility is available of up to €90 million with a maturity in December 2021. These facilities are fully committed by ING and Rabobank. ING and Rabobank have agreed on an equity volume underwriting commitment in relation to the committed bridge financing amount, subject to customary conditions. The total facility secured by Acomo for the combined business (including the term loan and a refinancing of Acomo's current facilities) is €425 million. Acomo raised approximately €96.1 million through an accelerated book building offering and the proceeds of the offering will be used to finance the acquisition of Tradin Organics. Under the terms of the agreement, SunOpta will sell processing facilities located in Amsterdam, the Netherlands; Silistra, Bulgaria; Addis Ababa, Ethiopia; and Yirgalem, Ethiopia. In event of termination of agreement by SunOpta, Acomo shall immediately forfeit to SunOpta a termination fee in the amount equal to 1% (one per cent) of the enterprise value set forth in the EV-toEquity Bridge. To induce SunOpta to enter into the transaction and to compensate SunOpta for loss of management time and other costs and expenses which it has incurred, a termination fee by way of liquidated damages of €3.3 million is payable by Acomo to SunOpta if Acomo breaches its obligation to effectuate the completion of the transaction.

The targets reported net sales of approximately $488 million (€420.02 million) for the 12 months ended September 26, 2020. The transaction valuation represents an approximate 10x multiple of Adjusted EBITDA for the standalone business. These facilities and their employees will continue to operate in ordinary course. Approximately 525 employees will be transferred from SunOpta to Acomo. The transaction is subject to customary closing conditions, including approval by Acomo's shareholders, the general meeting of shareholders of Acomo approving the authorisation of the Board of Directors to effect the transaction share issuance, completion of the works council consultation process, delivery of additional information and documentation that may be requested by any authority in connection with the merger Clearance, Amsterdam Commodities shall bear all filing fees and other costs relating to the satisfaction of the Merger Clearance and approval from the competition authorities in Germany, The Netherlands and the United State of America pursuant to applicable competition Laws shall have been made and all waiting periods with respect to such notifications shall have expired and each relevant authority clearance. Acomo intends to convene an Extraordinary General Meeting (EGM), which will be held on December 22, 2020. As of November 9, 2020, the Board of Directors of Acomo has unanimously determined that the Transaction is in the best interest of the sustainable success of the business of Acomo and its stakeholders and the Board of Directors unanimously recommends to shareholders of Acomo to vote in favour of the Resolutions. As of December 4, 2020, FTC granted early termination notice. Acomo's larger shareholders, together representing over 60% of total voting rights and acting independently have expressed their support for the acquisition. Of this group, a substantial portion has irrevocably committed to vote in favour of the resolutions tabled at the EGM. As of December 22, 2020, Amsterdam Commodities has received approval to continue and close the transaction from all applicable competition authorities: The Dutch competition authority ACM (Autoriteit Consument en Markt), The German federal competition authority (Bundeskartellamt), and The US federal trade commission (Bureau of Competition). The transaction is expected to close either in December 2020 or January 2021. The Long stop date for the agreement shall be March 31, 2021. As of December 22, 2020, based on the approvals received from all applicable competition authorities, Amsterdam Commodities expects to close the transaction before the end of 2020. Proceeds from the transaction will be used by SunOpta for capital investment primarily into the core Plant-Based Foods and Beverages segment and to pay down debt. The acquisition is expected to contribute more than €30 million to Acomo's combined 2020 EBITDA on a pro forma basis. On a pro forma basis of the combined earnings for 2020, Acomo's earnings per share would be enhanced by 30-40%. Expected annual revenue for 2020> €450 million. The transaction is highly tax efficient and is expected to be accretive to SunOpta's long-term growth rate and margin profile.

Rothschild & Co acted as financial advisor, PricewaterhouseCoopers Advisory N.V. acted as accounting advisor, and Van Doorne N.V. and Faegre Drinker Biddle & Reath LLP acted as legal advisors to SunOpta. Oscar Nettl, Michel Cijsouw, Maarten Donlou, Federico Lovison and Jimmy Teelen of Coöperatieve Rabobank U.A. acted as financial advisors, Deloitte Financial Advisory B.V. and KPMG Meijburg & Co M&A Tax B.V. acted as accounting and tax advisors respectively and Lieke van der Velden, Sybren de Beurs, Joppe Schoute, Christiaan Roeterdink, Mariska Kamta, Eva van Rooijen, Antonia Netiv, Arjan Pors, Mark den Bleijker, Eefke Janssen, Mauricette Schaufelli, Lauren Delleman, Paul van der Bijl, Marloes van der Laan, Gijs van Nes, Pieter de Jong, Arjan Koorevaar, Daniël Kuiper, Dewi Walian, Ramon Pop, Micheline Don, Lauren Delleman, Fleur Folmer, Florentine van der Vet, Mirjam von Meijenfeldt, Terrence Dom, Burcu Yapici, Jason L. Daniels and Nina Kielman of NautaDutilh N.V. and Latham & Watkins LLP acted as legal advisors to Acomo.

Amsterdam Commodities N.V. (ENXTAM:ACOMO) (“Acomo”) completed the acquisition of The Organic Corporation B.V. and Tradin Organics USA LLC from SunOpta Inc. (TSX:SOY) and COÖPERATIE SUNOPTA U.A on December 30, 2020.