Rogers Sugar : Management Information Circular 2021

ROGERS SUGAR INC.

NOTICE OF ANNUAL MEETING AND

MANAGEMENT INFORMATION CIRCULAR

January 4, 2022

This year, due to the global COVID-19 pandemic, 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 or other particular constraints, circumstances or risks they may be facing as a result of COVID-19. 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 information circular and the accompanying proxy materials.

ROGERS SUGAR INC.

January 4, 2022

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/MJC7N4K, on Wednesday, February 9, 2022 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 ANNUAL MEETING

TO: THE SHAREHOLDERS OF

ROGERS SUGAR INC.

TAKE NOTICE that an annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares of Rogers Sugar Inc. (the "Corporation") will be held online via live webcast at https://meetnow.global/MJC7N4K, on Wednesday, February 9, 2022, commencing at 4:00 p.m. (Eastern time) (the "Meeting Date"). The Meeting has been called for the following purposes:

1. to elect six directors of the Corporation (collectively, the "Directors") for the ensuing year (for details, see section "Election of Directors" of the management information circular of the Corporation dated January 4, 2022 (the "Circular");
2. 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 Directors of Lantic" of the Circular);
3. to appoint KPMG LLP, Chartered Professional Accountants, as auditor 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);
4. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof; and
5. to consider and, if thought advisable, to adopt the non-binding advisory "Say on Pay" resolution on executive compensation, as more particularly set forth in the Circular.

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

This year again, as a precautionary measure to proactively address the public health impact of coronavirus disease (COVID-19), mitigate health and safety risks to the Corporation's shareholders, employees and other stakeholders, and abide by government guidelines limiting indoor public events, the Corporation will hold a virtual-only Meeting via live webcast. Shareholders will have an equal opportunity to participate in the Meeting online, regardless of geographic location, as well as to ask questions and vote on certain topics. Nonregistered (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 management proxy circular attached to this Notice of Meeting.

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 less than 48 hours, excluding Saturdays, Sundays and holidays, before the Meeting Date or any adjournment or postponement thereof at which the proxy is to be used. For the purpose of the Meeting, the proxy cut-off is set on February 7, 2022 at 4:00 p.m. (Eastern time).

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 or her 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 21, 2021 (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 management proxy circular is attached to this Notice of Meeting.

If you are a beneficial Shareholder, we are making the management information 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.sedar.com) 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 https://www.lanticrogers.com/en/investors or on SEDAR at www.sedar.com. 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 10 business days before the Meeting, if you want to receive the management information 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 management information circular

Call 1 [phone](toll-free in North America)

DATED at Montréal, Québec, this 4th day of January 2022

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

1.	APPOINTMENT OF PROXIES .................................................................................................................................	6
2.	REVOCABILITY OF PROXIES ................................................................................................................................	6
3.	NON-REGISTERED HOLDERS ...............................................................................................................................	7
4.	EXERCISE OF DISCRETION BY PROXYHOLDERS ...................................................................................................	8
5.	HOW TO ACCESS AND PARTICIPATE IN THE CORPORATION'S 2022 VIRTUAL MEETING ......................................	8
6.	VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF....................................................................	9
	Voting of Common Shares .................................................................................................................................	9
	Principal Holders of Common Shares ................................................................................................................	9
7.	EXECUTIVE AND OTHER COMPENSATION............................................................................................................	9
	Compensation of the Directors and of the directors of Lantic............................................................................	9
	Attendance Record for Board Meetings ...........................................................................................................	11
	Total Compensation of the Directors of the Corporation and of Lantic ...........................................................	13
	Administration of the Corporation ...................................................................................................................	13
	Compensation of the Executives of Lantic.......................................................................................................	14
	Summary Compensation Table ........................................................................................................................	23
	Performance Graph...........................................................................................................................................	28
8.	INDEBTEDNESS OF THE DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES ...................................................	28
9.	STATEMENT OF CORPORATE GOVERNANCE PRACTICES....................................................................................	29
	Governance Agreements ..................................................................................................................................	29
	Administration Agreement ...............................................................................................................................	30
10.	INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .....................................................................	30
11.	MATTERS TO BE ACTED UPON AT THE MEETING...............................................................................................	31
	Election of Directors ........................................................................................................................................	31
	Election of Directors of Lantic .........................................................................................................................	34
	"Say On Pay" Non-Binding Advisory Vote .....................................................................................................	37
	Financial Statements.........................................................................................................................................	38
	Appointment of Auditor of the Corporation.....................................................................................................	38
	Audit Committee Information ..........................................................................................................................	38
12.	SHAREHOLDER PROPOSALS...............................................................................................................................	38
13.	ADDITIONAL INFORMATION ..............................................................................................................................	38
14.	APPROVAL OF DIRECTORS ................................................................................................................................	39
SCHEDULE A ROGERS SUGAR INC. CORPORATE GOVERNANCE DISCLOSURE .........................................................	40
SCHEDULE B ROGERS SUGAR INC. MANDATE FOR THE BOARD OF DIRECTORS .......................................................	51
EXHIBIT A TO MANDATE FOR THE BOARD OF DIRECTORS ROGERS SUGAR INC. GENERAL AUTHORITY
	GUIDELINES ......................................................................................................................................................	55
APPENDIX "1" EXTRACT FROM ADMINISTRATION AGREEMENT...............................................................................	57

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