SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Q[X]Definitive Proxy Statement
£[   ]Definitive Additional Materials
£[   ]Soliciting Material Pursuant to14a-12

SunOpta Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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QSunOpta Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]No fee required
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Total fee paid:


£[   ]Fee paid previously with preliminary materials.
  
£[   ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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SunOpta Inc.
2838 Bovaird Drive West
Brampton, Ontario, Canada L7A 0H2
T:(905) 455-1990 F:(905) 455-2529

SunOpta Inc.

2838 Bovaird Drive West
Brampton, Ontario, Canada L7A 0H2
T:(905) 455-1990 F:(905) 455-2529

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, MAY 14, 200927, 2010

To the holders of the common shares of SunOpta Inc.:

Notice is hereby given that thean Annual and Special Meeting of Shareholders of SUNOPTA INC.SunOpta Inc. (the "Company"“Company”) will be held on Thursday, May 14, 200927, 2010 at 4:00 p.m. local time,Eastern Daylight Time, at the Company’s corporate offices located at 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2 or can be accessed via teleconference at 416-640-3404 or Toll free at 1-866-322-1159, Participant Pass code #6700431 for the following purposes:

1.

to receive the audited annual consolidated financial statementselect eight directors of the Company for the fiscal year ended December 31, 2008 and the report of the auditor thereon;ensuing year;

  
2.

to elect eight Directors of the Company;

3.

to appoint Deloitte & Touche LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration;

  
4.3.

to consider and, if deemed advisable, approve a resolution authorizing an amendmentcertain amendments to the Company’s Employee Stock Purchase Plan (the “Plan”) by increasing the number of common shares to be reserved for the grant of options and subsequent purchase by eligible employees under the Plan by an additional 2,000,000 common shares. ABy-Law No. 14, a marked copy of the resolutionwhich is annexed to the Proxy Statement as Exhibit A;

4.

to approve, on an advisory basis, a resolution relating to the Company’s executive compensation practices; and

  
5.

to consider and take action upon such other matters as may properly come before the meetingMeeting or any adjournment or adjournments thereof.

You may also access the Meeting live by teleconference or over the Internet, by following the instructions provided in the accompanying Proxy Statement in the section “Date, Time and Place of Meeting.”

This Notice is accompanied by a Proxy Statement, the Annual Report of the Company which includes the Audited Consolidated Financial Statements for the year ended December 31, 20082009 and related Management’s Discussion and Analysis, a Return Card for shareholders to request continued receipt of hard copy information, and an envelope to return the Proxy and Return Card.

The directorsBoard of the Company haveDirectors has fixed the close of business on March 25, 2009April 7, 2010 as the record date for the determination of the shareholders of the Company entitled to receive notice of and to vote at the meeting.Meeting. All such shareholders are cordially invited to attend the meeting.Meeting.

DATED this 3rd14th day of April, 2010

By Order of the Board of Directors


Jeremy N. Kendall
Chairman

Important Notice Regarding Availability of Proxy Materials for the
Annual and Special Meeting of Shareholders to be Held on Thursday, May 27, 2010.

This Proxy Statement and our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2009 are available on our website at www.sunopta.com, under the “Investor Relations” link.

By Order of the Board of Directors

Jeremy N. Kendall
Chairman


In order to be represented by proxy at the Annual and Special Meeting, you must complete and submit
the enclosed Form of Proxy or otheranother appropriate Formform of Proxy.proxy.


2


SUNOPTA INC.
2838 Bovaird Drive West
Brampton, Ontario, Canada
L7A 0H2
__________________________________________
PROXY STATEMENT
2010 Annual and Special Meeting of Shareholders

SUNOPTA INC.
2838 Bovaird Drive West
Brampton, Ontario, Canada
L7A 0H2


PROXY STATEMENT

SOLICITATION AND REVOCATION OF PROXIES

THIS PROXY STATEMENT (“This Proxy Statement”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF SUNOPTA INC. ("Statement is being furnished to you in connection with the Company") OF PROXIES FOR USEsolicitation by the management of SunOpta Inc. of proxies for use at theits Annual and Special Meeting (“the Meeting”) of Shareholders to be held on Thursday, May 14, 2009 at 4:00 p.m. local time, at 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2 or can be accessed via teleconference at 416-642-5212 or Toll free at 1-866-321-6651, Participant Pass code #4779477, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual and Special Meeting of Shareholders.

The Company expects27, 2010 (the “Meeting”). We expect to mail this Proxy Statement and the accompanying form of proxy on or about April 17, 2009.

Any shareholder giving a proxy may revoke it at any time before it is exercised. A proxy given pursuant to this solicitation may be revoked by instrument30, 2010. References in writing executed by the shareholder or his or her attorney duly authorized in writing and deposited either at the corporate office of the Company at 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2, at any time prior to the last business day preceding the date of the Meeting at which the proxy is to be used, or by delivering it prior to a vote to the Chairman of the Meeting on the day of the meeting or any adjournment thereof.

The persons named in the form of Proxy are Directors and/or Officers of the Company and will vote the common shares of the Company (the “Common Shares”) in respect of which they are appointed Proxy holders in accordance with the directions of the shareholder appointing them.IN THE ABSENCE OF SUCH DIRECTION, SUCH COMMON SHARES WILL BE VOTEDFOR THE ELECTION OF DIRECTORS,FOR THE APPOINTMENT AND REMUNERATION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUDITOR OF THE COMPANY ANDFOR APPROVAL OF THE AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN.

A shareholder desiring to appoint some other person, who need not be a shareholder of the Company, to attend and act for him, her or it at the Meeting may do so either by inserting such person’s name in the blank space provided in the form of proxy and striking out the names of the persons specified or by completing another proper form of proxy and, in either case, delivering the completed proxy to Broadridge at 51 Mercedes Way, Edgewood, New York 11717-8311, prior to 5:00 PM on Tuesday May 12, 2009, or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting at which the proxy is to be used, or with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof in order for the proxy to be voted. A proxy should be executed by the shareholder or his or her attorney in writing, or if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

The enclosed form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, or other matters, which may properly come before the Meeting. At the time of printing this Proxy Statement to “SunOpta,” the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

This Proxy Statement and the Company’s Annual Report on Form 10-K are available on our website at:www.sunopta.com, under the link: “Investor Relations, SEC Filings” and the website of the Securities and Exchange Commission (“SEC”) atwww.sec.gov. We will request fiduciaries, custodians, brokerage houses“Company,” “we,” “us,” “our,” and similar partiesterms refer to forward copies of proxy materials to beneficial owners of the common shares, and we will reimburse these parties for their reasonable and customary charges for expenses of distribution.

The Company will bear the cost of preparing, assembling and mailing all proxy materials that may be sent to shareholders in connection with this solicitation. In addition to the solicitation of proxies by the use of mail, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone, fax or e-mail. The Company does not expect to pay any additional compensation for the solicitation of proxies.

SunOpta Inc. Unless otherwise indicated, all dollar amounts herein are expressed in U.S. dollars.

3The Company’s Board of Directors has approved the contents of and the sending of this Proxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL AND SPECIAL MEETING AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May14, 2009

At our website:www.sunopta.com, you may access the Notice of the 2008 Annual and Special Meeting of Shareholders the Company'sto be Held on Thursday, May 27, 2010.

This Proxy Statement for theand our 2009 Meeting of Shareholders, the Company's Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 20082009 are available on our website at www.sunopta.com, under the “Investor Relations” link.

Date, Time and directionsPlace of the Meeting

The Meeting will be held on May 27, 2010 at 4:00 p.m. Eastern Daylight Time at our corporate offices located at 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2.

You may also access the Meeting live by teleconference or over the Internet. To access the Meeting by teleconference, dial 631-291-4622 or toll free at 1-877-312-9198. To access the Meeting over the Internet, go to attend the AnnualCompany’s website at www.sunopta.com. You should plan to access the Company’s website at least 15 minutes prior to the Meeting time in order to register, download and Special Meeting where you may vote in person.install any necessary audio software.

Record Date and Share Ownership
Who Can Vote

The Board of Directors has fixed March 25, 2009April 7, 2010 as the record date (the “Record Date”) for determining the shareholders entitled to Notice of the Meeting and to vote at the Meeting.

Shareholders of record on March 25, 2009April 7, 2010 are entitled to one vote for each common share registered in the name of the shareholder on each matter properly brought before the Meeting, except to the extent that the holder transfers his, her or its Common Sharescommon shares after the close of business on the Record Date and, inrecord date. In such event, the transferee of suchthose shares shallwill be entitled to vote the transferred shares at the Meeting provided that he, she or it produces properly endorsed share certificates representing the transferred shares to the Company’s Secretary or transfer agent of the Company or otherwise establishes his, her or its ownership of the transferred shares at least 10 days prior to the Meeting. As of March 25, 2009April 7, 2010 there were 64,692,661 Common Shares65,065,907 common shares issued and outstanding.

How You Can Vote

Your vote is important.If you are a shareholder whose common shares are registered in your name, you may vote your shares in person at the Meeting or by one of the following methods:

If you vote by telephone or Internet, your vote must be cast no later than4:00 pm Eastern Daylight Time on May 25,2010 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting at which the proxy is to be used). If you vote by proxy, your completed proxy must be received by Broadridge at 51 Mercedes Way, Edgewood, New York USA 11717-8311 or 5970 Chedworth Way, Mississauga, Ontario, Canada L5R 4G5,prior to 4:00 pm Eastern Daylight Time on Tuesday May 25, 2010(or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting at which the proxy is to be used).

If your shares are held in “street name” (that is, through a broker, bank or other nominee), you may receive a separate voting instruction form with this Proxy Statement or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically by telephone or using the Internet.

If you wish to appoint as your proxy a person other than the individuals named on the form of Proxy to attend the Meeting and vote for you, you may do so by striking out the names on the form of Proxy and inserting the name of your proxy in the blank space provided in the form of Proxy, or you may complete another proper form of proxy. Your appointed proxy need not be a shareholder of the Company.

If you return your signed proxy card or use the telephone or Internet to vote before the Meeting, the person named as proxies in the form of Proxy will vote your common shares as you direct.IF YOU SEND IN YOUR SIGNED PROXY OR USE INTERNET OR TELEPHONE VOTING BUT DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, THE PROXIES WILL VOTE YOUR SHARES:

How You May Revoke or Change Your Vote

You may revoke your proxy at any time before it is voted by one of the following methods:

If you hold your shares in street name, you may revoke your proxy by following the instructions your broker, bank or other nominee provide.

Quorum and Voting

Under NASDAQ rules and the Company’s by-laws, the presence at the Meeting, in person or represented by proxy, of at least two shareholders holding not less than one-third (33 1/3%) of the outstanding common shares shall constitute a quorum for the purpose of transacting business at the Meeting. As of the record date, there were 65,065,907 common shares outstanding. Therefore, holders of at least 21,688,633 common shares must be present at the Meeting in order to establish a quorum.The Company encourages all of its shareholders of record as of April 7, 2010 to participate in the Meeting.

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Please note that this year, the rules that guide how brokers vote your common shares have changed. Brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote.If your shares are held in “street name” and you do not instruct the broker as to how to vote your shares on “routine matters” such as the appointment of our independent accountants, the broker may exercise its discretion to vote for or against that proposal. If, however, you do not instruct the broker as to how to vote your shares on “non-routine matters,” such as the election of directors or the amendment and restatement of By-Law No. 14, the broker is not permitted to exercise discretion to vote your shares. This is called a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal.

Discretionary Voting and Adjournments

The enclosed form of Proxy confers discretionary authority on the persons named therein to vote your common shares or act, according to their best judgment, on amendments or variations to matters identified in the Notice of Meeting or other matters, including any adjournment or postponement, that may properly come before the Meeting. At the time of printing this Proxy Statement, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Adjournment of the Meeting may be made for the purpose of, among other things, soliciting additional proxies. The Company’s By-Law No. 14 provides that an adjournment may be made from time to time by the Chairman of the meeting with the consent of the meeting, unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more, in which case notice of the adjourned meeting shall be given as for an original meeting.

CORPORATE GOVERNANCE

Board Composition, Leadership and Size

The Company’s articles of incorporation requires that the Board of Directors be comprised of a minimum of five and a maximum of fifteen directors. Each director who is elected or appointed serves a term that expires at the next annual meeting following his or her election or appointment, or until his or her office is earlier vacated in accordance with the Company’s By-Law.

Two of our executive officers, Steven Bromley, Chief Executive Officer, and Allan Routh, President of the SunOpta Grains and Food Group, serve on the Board of Directors. Jeremy Kendall serves as the Chairman of the Board. Mr. Kendall previously served as the Company’s Chief Executive Officer, until his retirement on February 1, 2007. The Board does not have a policy concerning the separation of the roles of Chief Executive Officer and Chairman, as the Board believes that it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently these roles are separate, and as a result the Company does not currently have a lead Independent Director. The Board and the Corporate Governance Committee believe that the current structure is an appropriate leadership structure for the Company and will continue to periodically evaluate whether the structure is in the best interests of the Company and its shareholders.

Presently, the Board of Directors consists of eight directors. The Board has determined that the current size is sufficient to ensure the presence of directors with diverse experience and skills, without hindering effective decision-making or diminishing individual accountability. The Board also believes this range is flexible enough to permit the recruitment, if circumstances so warrant, of an outstanding director candidate in whom the Board may become interested at a future time. The Corporate Governance Committee periodically reviews the organization, size, operation, practice, and tenure policies of the Board and recommends changes to the full Board as appropriate.

Director Independence

Under our Corporate Governance Committee Charter, which adopts the current standards for “independence” in accordance with the NASDAQ listing standards and the Securities and Exchange Commission rules, a majority of the members of the Board of Directors must be independent as determined by the Board of Directors.

National Policy 58-201 –Corporate Governance Guidelines of the Canadian Securities Administrators recommends that boards of directors of reporting issuers be composed of a majority of independent directors. A director is considered independent only where the board determines that the director has no "material relationship" with the Company. Director independence of each of the current directors is determined by the Board of Directors with reference to the requirements as set forth by Canadian securities regulators in National Instrument 52-110 -Audit Committees of the Canadian Securities Administrators, the rules of the TSX, NASDAQ and SEC rules and regulations (collectively, the “Rules and Regulations”).

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With five of the directors proposed to be nominated considered independent, the Board of Directors is composed of a majority of independent directors. The independent directors, within the meaning of the Rules and Regulations, are Cyril Ing, Katrina Houde, Douglas Greene, Victor Hepburn and Jay Amato. Mr. Jeremy Kendall, Chairman, Mr. Steven Bromley, President and Chief Executive Officer, and Mr. Allan Routh, President of the SunOpta Grains and Foods Group, are considered to have a material relationship with the Company and, therefore, are not independent.

Executive Sessions

The independent directors meet in executive session without management at regularly scheduled in-person Board meetings. One of the independent members of the Board presides at these meetings.

Director Attendance

The Board of Directors held five regularly scheduled meetings and two special telephonic meetings during fiscal year 2009. Each incumbent board member attended at least 75% of the aggregate number of meetings held by the Board of Directors and all committees on which he or she served.

We encourage all of our directors to attend our annual shareholder meetings. Four of our directors attended our annual meeting of shareholders held in 2009.

Board Committees

The Board of Directors presently has three committees, with the principal functions and membership described below. Each committee has a charter, which is available at our website atwww.sunopta.com, under the “Investor Relations” link. The following table summarizes the current membership of each of our three Board committees. Each of the three Committees is composed entirely of independent directors.


Director
Audit Committee		Corporate Governance
Committee
Compensation Committee
Jay Amatoü(Chair)
Douglas Greeneüü
Victor Hepburnü(Chair)ü
Katrina Houdeüü
Cyril A. Ingüü (Chair)

Audit Committee

The Audit Committee’s duties and responsibilities are documented in a formal Audit Committee Charter, which was updated in 2009 and available at our website www.sunopta.com, under the link “Investor Relations, Corporate Governance.” These duties include (a) providing oversight of the financial reporting process and management’s responsibility for the integrity, accuracy and objectivity of financial reports and related financial reporting practices; (b) recommending to the Board of Directors the appointment of the Company’s auditors; (c) providing oversight of the adequacy of the Company’s system of internal and related disclosure controls; and (d) providing oversight of management practices relating to ethical considerations and business conduct, including compliance with laws and regulations. The Audit Committee meets a minimum of four times a year, once to review the Form 10-K and annual Audited Consolidated Financial Statements and before each quarter’s earnings are filed to review interim financial statements and Form 10-Q which is filed with the SEC in the U.S. and with applicable securities regulator in Canada. Other meetings may be held at the discretion of the Chair of the Audit Committee. The Audit Committee has free and unfettered access to Deloitte & Touche LLP, the Company’s independent registered accounting firm and auditors and also meets and has direct access to the Company’s internal counsel and external legal advisors.

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During 2009 the Audit Committee maintained a company-wide whistle-blower policy related to reporting of concerns in accounting or internal controls. This policy gives all employees of the Company the option of using a hot line administered by a third party which is independent of management or direct access to the Chair of the Audit Committee or in-house legal counsel for concerns dealing with accounting practices, internal controls or other matters affecting the Company’s well being.

All three members are of the Audit Committee are financially literate. Our Board of Directors has determined that Victor Hepburn meets the definition of “audit committee financial expert.” The Audit Committee met formally four times during 2009.

Corporate Governance Committee (Nominating Committee)

The Corporate Governance Committee has developed a set of formal Corporate Governance Policies that are monitored on an ongoing basis to ensure that the Company is in compliance with its Corporate Governance Policies. The Corporate Governance Committee has a charter, which was updated in 2009, a copy of which is available at our website www.sunopta.com, under the link “Investor Relations, Corporate Governance.”

The Corporate Governance Committee, in its capacity as the Nominating Committee, concerns itself with the composition of the Board with respect to depth of experience, balance of professional interests, required expertise and other factors. The Nominating Committee evaluates prospective nominees identified on its own initiative or referred to it by other Board members, management, shareholders or external sources and all self-nominated candidates. The Nominating Committee uses the same criteria for evaluating candidates nominated by shareholders and self-nominated candidates as it does for those proposed by other Board members, management and search companies. To be considered for membership on the Board, the Nominating Committee will consider certain necessary criteria that a candidate should meet, which would include the following: (a) be of proven integrity with a record of substantial achievement; (b) have demonstrated ability and sound judgment that usually will be based on broad experience but, particularly, industry experience; (c) be able and willing to devote the required amount of time to the Company’s affairs, including attendance at Board and Committee meetings; (d) possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs; and (e) be committed to building sound, long-term Company growth. The Committee also takes into consideration the range of skills and expertise that should be represented on the Board, issues involving diversity considerations, geographic experience with businesses and organizations, and potential conflicts of interest that could arise with director candidates. Evaluation of candidates occurs on the basis of materials submitted by or on behalf of the candidate. If a candidate continues to be of interest, additional information about her/him is obtained through inquiries to various sources and, if warranted, interviews.

A shareholder may recommend a person as a nominee for director by writing to the Secretary of the Company. Recommendations must be received by November 1, 2010 in order for a candidate to be considered for election at the 2011 annual meeting of shareholders. Each notice of nomination should contain the following information: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of common shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Company if so elected.

The Corporate Governance Committee met formally four times during 2009.

Compensation Committee

The Compensation Committee has developed a set of formal Compensation and Benefits policies and practices that are monitored on an ongoing basis to ensure the Company is in compliance with its compensation policies. The Compensation Committee’s duties and responsibilities are documented in a formal Compensation Committee Charter, which was updated in 2009, a copy of which is available at our website at www.sunopta.com, under the link “Investor Relations, Corporate Governance.”

5

The function of the Compensation Committee is to determine the compensation of the Chief Executive Officer (“CEO”) as well as to review and approve the compensation recommended by the CEO for certain officers of the Company and to review overall general compensation policies and practices for all employees of the Company. In addition, this Committee oversees the Amended and Restated 2002 Stock Option Plan, Employee Stock Purchase Plans and any other incentive plans of the Company.

The Compensation Committee met formally four times during 2009. In addition, two telephonic meetings were held during the year for administrative matters connected to the responsibilities of this Committee.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our officers or employees at any time over the past year. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a member of the Board of Directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Risk Oversight

It is the responsibility of our senior management to assess and manage the exposure of the Company and its subsidiaries to risk and to bring to the attention of the Board of Directors the most material risks facing the Company. The Board oversees risk management directly, as well as through its committees. For example, the Audit Committee reviews the Company’s policies and practices with respect to risk assessment and risk management, including discussing with senior management major financial risks and the steps taken to monitor and control exposure to such risk. The Corporate Governance Committee considers risks related to succession planning and the Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of executive compensation programs and arrangements. See below for additional information about the Board’s committees.

Director Compensation

In addition to annual grants of options, Directors who are not Company employees receive an annual retainer of C$30,000, a directors fee of C$1,500 for each Board meeting attended in person as well as C$750 for participating in committee meetings and telephone meetings for 2009. In addition, all Directors are reimbursed for travel and administrative expenses to attend meetings and manage their Board responsibilities. The Corporate Governance Committee Chairman and the Compensation Committee Chairman receive an additional $7,500 and the Audit Committee Chairman receives $20,000 for their additional responsibilities. On May 14, 2009, the Directors listed below received an annual grant of 15,000 stock options exercisable at a price of $1.64 and Mr. Jeremy Kendall received an additional 7,000 options, also at an exercise price of $1.64. Mr. Amato received 10,000 stock options when he was appointed to the Board of Directors.



Name		Fees Earned or
Paid in Cash
($)
Option Awards (1)
($)

Total
Jeremy N. Kendall36,77823,10059,878
Cyril Ing34,15115,75049,901
Katrina Houde40,71915,75056,469
Douglas Greene40,61415,75056,364
Victor Hepburn56,91915,75072,669
Jay Amato41,25721,35062,607

(1)

Amounts calculated for the fair value of options utilize the provisions of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 (formally Statement of Financial Accounts Standards No. 123R, “Share-based Payments”). The fair value of all stock options granted to each director, calculated in accordance with ASC Topic 718, is reflected in the total option awards.

Directors and Officers Liability Insurance

The Company’s comprehensive insurance policies include coverage, which indemnifies the directors and officers of the Company. The approximate annual cost of this coverage is $322,000 and the policy contains a deductible of up to $100,000, except for security claims which have a deductible of up to $350,000.

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Code of Ethics

The Company has a Code of Ethics policy applicable to all employees, including the Company’s executive officers and employees performing similar functions, as well as all persons serving as directors and consultants to the Company. A copy of the Code of Ethics policy is available, without charge, at www.sunopta.com or upon written request to the Company at SunOpta Inc., 2838 Bovaird Drive West, Brampton, Ontario, Canada, L7A 0H2. Attention: Information Officer. Any amendments to, or waivers of, the Code of Ethics which specifically relate to any financial professional will be disclosed promptly following the date of such amendment or waiver at www.sunopta.com.

SECURITY OWNERSHIP OF CERTAIN OWNERS

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information concerning share ownership of all persons as known by the directors and executive officers of the Companyto us to own beneficially or exercise control or direction, directly or indirectly, securities that carry in excess of 5%five percent or more of the voting rights attached to any class of outstanding voting securities of the Company as of March 25, 2009:our common shares.

Name and Address of HolderClass of ShareAmount ofOwnershipPercentOwnership (1)

Franklin Advisers, Inc.
1 Franklin Parkway
San Mateo, CA
94403-1906

Common4,187,9366.47%

Sustainable Assets Management AG
Seefeldstrasse 215
CH 8008, Zurich

Common3,449,4205.33%

Name and Address
of Beneficial Owner

Title of Class		Amount and Nature
of Beneficial
Ownership
Percent of
Class (1)
Gruber and McBaine Capital Management, LLC
50 Osgood Place, Penthouse
San Francisco, CA 94133		Common

5,449,075 (2)

8.37%

Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906		Common

5,361,524 (3)

8.24%


(1)

Percentage ownershipof class is calculated based on total Common Sharescommon shares outstanding at March 25, 2009April 7, 2010 of 64,692,661.65,065,907. This total does not include warrants or options of the Company.

(2)

Gruber and McBaine Capital Management, LLC (“GMCM”), on behalf of itself and its affiliates, filed a Schedule 13G with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2010, reflecting beneficial ownership as of December 31, 2009 of 5,449,075 common shares as follows: (a) 985,884 shares held by Jon D. Gruber, having sole voting and dispositive power with respect to such shares; (b) 1,024,136 shares held by J. Patterson McBaine, having sole voting and dispositive power with respect to such shares; and (c) 3,439,055 shares over which GMCM, Mr. Gruber, Mr. McBaine and Eric B. Swergold share voting and dispositive power.

(3)

Franklin Resources, Inc. (“Franklin”), an investment manager, on behalf of itself and its affiliates, filed a Schedule 13G/A with the SEC on January 27, 2010, reflecting beneficial ownership as of December 31, 2009 of 5,361,524 common shares, with respect to which each of Franklin, Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Templeton Portfolio Advisors, Inc. have sole voting and dispositive power, as more fully described in the Schedule 13G/A.

4[Remainder of page left intentionally blank]

7

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERSSecurity Ownership of Management

The following table sets forth information known to us regarding the namebeneficial ownership of our common shares as of April 7, 2010 by: (a) each of our directors and positionnominees for director; (b) each of each individual being nominated atour named executive officers, as identified in the Meeting to act“Summary Compensation Table” on page 14; and (c) all directors and executive officers as a director of the Company and of eachgroup, including our named executive officer of the Company, in each case, being all the persons who have served in such capacity at any time during the Company’s fiscal year ended December 31, 2008, and their respective ownership of Common Shares and of options exercisable to acquire Common Shares as at the Record Date.officers.

Name of Directors/ExecutiveOfficers:Class of SharesNumber of SharesBeneficiallyOwned/Number ofVested Options (2)Total Number ofShares (assumingexercise of vestedoptions)PercentageOwnership (1)

Jeremy Kendall –Chairman of theBoard

Common508,002 / 62,000570,002*

Steven Bromley –Director and

Common172,385 / 127,000299,385*

President & Chief Executive Officer

    

Cyril Ing (3) –Director

Common66,335 / 20,00086,335*

Allan Routh –Director andPresident,
SunOpta Grains & FoodsGroup

Common455,912 / 37,000492,912*

Katrina Houde (3) –Director

Common41,000 / 20,00061,000*

Douglas Greene– Director

Common123,000 / 0123,000*

Victor Hepburn –Director

Common9,600 / 09,600*

Jay Amato –Director

Common0 / 00*

John Dietrich –Vice President &
Chief Financial Officer

Common
39,803 / 67,000
106,803
*

Arthur McEvily –Vice President,
Technology & Innovation

Common
73,621 / 31,000
104,621
*

Antonio Tavares –Vice President &
Chief Operating Officer

Common
19,678 / 0
19,678
*

All Directors and Executive Officers as a group (eleven)

Common1,509,336 / 364,0001,873,3362.33%

Name of
Beneficial Owner

Title of
Class
Amount and Nature of
Beneficial Ownership (1)		Total
Number of Shares
(assuming exercise
of vested options)
Percent
of Class (3)
Common
Shares		Vested
Options (2)
Jeremy Kendall
Chairman of the Board		Common
526,086
20,400
546,486
*
Steven Bromley
Director and President & Chief
Executive Officer		Common

187,658

147,000

334,658

*

Cyril Ing
Director		Common
66,335
20,000
86,335
*
Allan Routh
Director and President, SunOpta
Grains & Foods Group		Common

455,912

40,500

496,412

*

Katrina Houde
Director		Common
41,000
20,000
61,000
*
Douglas Greene
Director		Common
123,000
5,000
128,000
*
Victor Hepburn
Director		Common
9,600
5,000
14,600
*
Jay Amato
Director		Common
-
5,000
5,000
*
Tony Tavares
Vice President & Chief Operating
Officer		Common

19,678

25,400

45,078

*

Eric Davis
Vice President & Chief Financial Officer		Common
-
9,000
9,000

John Dietrich
Vice President, Corporate Development		Common
44,273
68,400
112,673
*
All Directors and Executive Officers
as a group (eleven)		Common
1,473,542
365,700
1,839,242
2.83%

(1)

Percentage ownership is calculated based on 64,692,661 total Common Shares outstanding at March 25, 2009Unless otherwise indicated, the persons in this table have sole voting and dispositive power with respect to the common shares shown as beneficially owned by them. The information as to shares beneficially owned or over which control or direction is exercised, directly or indirectly, not being within the knowledge of the Company, has been furnished by the respective directors and executive officers individually. (* indicates less than 1%).

  
(2)

The exercise price of vested options range from $5.50 to $12.31 per share.

(3)

The number of vested options includes vested options that will become exercisable within 60 days of March 25, 2009.April 7, 2010. The exercise price of vested options range from $0.97 to $12.31 per share.

(3)

Percentage of class is calculated based on 65,065,907 common shares outstanding at April 7, 2010. (* indicates less than 1% of the outstanding common shares). This total does not include warrants or options of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules of the SEC require our directors, certain officers and beneficial owners of more than 10% of theour outstanding common stockshares to file reports of their ownership and changes in ownership of common stockshares with the SEC. The SEC’s rules also require us to disclose the identity of directors and officers who did not file Section 16(a) reports on a timely basis. Company employees generally prepare these reports on behalf of our directors and executive officers on the basis of information obtained from them and review the forms submitted to us or the SEC by beneficial owners of more than 10% of theour common stock.shares. Based on such information, we believe that all reports required by Section 16(a) of the Exchange Act to be filed by our directors, executive officers and beneficial owners of more than 10% of the common stockshares during or with respect to our fiscal 2008year ended December 31, 2009 were filed on time.

58

RECEIPT OF FINANCIAL STATEMENTS

The audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2008 and the report of the auditors thereon will be tabled at the Meeting.

PROPOSAL ONE - ELECTION OF DIRECTORS

EightNumber of Directors; Nominees

The Company’s Board of Directors is currently comprised of eight directors, will be elected to serve untileach serving a term expiring at the next annual meeting of shareholders of the Company or until his or her office is earlier vacated in accordance with the by-laws of the Company. There are no family relationships among the Directors. The accompanying form of proxy will be voted for the election as Directormeeting. Each of the nominees listednamed below unless the proxy contains contrary instructions. Each of the nominees has consented to be named herein and to serve as a Director.director if elected. Management has no reason to believe that any of the nominees will not be a candidate or, if elected, will be unable to serve as a Director. However, indirector. There are no family relationships among the event that anydirectors.

Recommendation of the nominees should become unable to serve as a Director, the persons named in the accompanying form of proxy reserve the right to vote for another person at their discretion. The Board of Directors of the Company has been established at a minimum of five and a maximum of fifteen and presently consists of eight directors with each of such eight directors standing for re-election.Directors; Vote Required

RECOMMENDATION BY THE BOARD OF DIRECTORS

The Board of Directors recommends that shareholders vote the FOR election of each of the eight director nominees named in this Proxy Statement. If a quorum of shareholders is present at the Meeting, thebelow. The eight nominees for election as directors who receive the greatest number of votes cast at the meetingMeeting will be elected as directors. Abstentions and broker non-votes are counted only for purposes of determining whether a quorum exists at the Meeting, but will have no effect on the results of the vote. If any of the nominees for director at the Meeting becomes unavailable for election for any reason, the proxy holdersproxies will have discretionary authority to vote pursuant to the proxy for a substitute or substitutes.

Information About the Board Nominees

The following table showsand the biographies that follow provide certain information as of March 25, 2009April 7, 2010 with respect to the Company’s nominees as Directors:current directors, each of whom has been nominated and is standing for re-election this year.

 

 

Year First

 

Name and Residence

Age

Elected Director

Position with Company

Jeremy Kendall

68

1978

Director and Chairman of the Board

Ontario, Canada

 

 

 

Steven Bromley

49

2007

Director and Chief Executive Officer

Ontario, Canada

 

 

 

Cyril A. Ing (1) (3)

76

1984

Director and Board Secretary

Ontario, Canada

 

 

 

Allan Routh

58

1999

Director and President of the SunOpta Grains & Foods

Minnesota, United States

 

 

Group

Katrina Houde (1) (3)  

50

2000

Director

Ontario, Canada

 

 

 

Douglas Greene (2) (3)

59

2008

Director

Colorado, United Sates

 

 

 

Victor Hepburn (1) (2)

65

2008

Director

Ontario, Canada

 

 

 

Jay Amato (2)  

49

2008

Director

New York, New York

 

 

 


(1)

Member of the Audit Committee

(2)

Member of the Corporate Governance Committee

(3)

Member of the Compensation Committee

6

In addition to the positionsfactual information provided below, the Board and the Corporate Governance Committee (as Nominating Committee) also believes that each of the above-noted nominees set out oppositehas attributes that are important to an effective board, including sound judgement and analytical skills; integrity and demonstrated high ethical standards; the ability to engage management and one another in a constructive and collaborative manner; diversity of background and experience; and the continued commitment to devote their names undertime, energy and skills to ensure the heading “Position with Company” ingrowth and prosperity of the above table, during the past five years and beyond, the above-noted nominees have held the following positions:Company.


Name and Residence
Age		Year First
Elected Director
Position with Company
Jeremy Kendall
Ontario, Canada		70
1978
Director and Chairman of the Board
Steven Bromley
Ontario, Canada		50
2007
Director and Chief Executive Officer
Cyril Ing
Ontario, Canada		77
1984
Director and Board Secretary
Allan Routh
Minnesota, United States		59
1999
Director and President of the SunOpta Grains & Foods Group
Katrina Houde
Ontario, Canada		51
2000
Director
Douglas Greene
Colorado, United States		60
2008
Director
Victor Hepburn
Ontario, Canada		66
2008
Director
Jay Amato
New York, United States		50
2008
Director

Jeremy Kendallhas served as a Director of the Company since September 1978. In June 1983, he was elected Chairman of the Board and Chief Executive Officer of the Company and retired as Chief Executive Officer on February 1, 2007.2007, but remains Chairman of the Board. He is also currently the Chairman of Opta Minerals Inc., a subsidiary of the Company listed on the TSX (TSX: OPM) which is approximately 66.2%66.4% owned by the Company, Chairman of SunOpta BioProcess Inc., which is controlled by the Company, Chairman of Jemtec Inc. (June 1991 to present) a distributor of electronic home incarceration equipment listed on the TSX Venture Exchange (the “TSXV”), Easton Minerals Ltd. (January 1995 to present) a mineral exploration company which traded on the TSXV (currently delisted) and is approximately 32% owned by the Company and a director of Asia Bio-Chem Group Co. Ltd., a manufacturer of corn starch and related by products in China listed on the TSVX (TSVX: ABC). Mr. Kendall has served on the following Board of Directors:Directors of BI Inc. (Septemberfrom September 1981 to November 2000),2000, a producer of electronic home incarceration equipment listed on NASDAQ; Brigdon Resources Inc. (June 1993 to February 1999) an oil and gas exploration company; Redaurum Ltd. (June 1995 to March 2002), a mineral exploration company listed on the TSX; and Wisper Inc. (June 1995 to March 2002), a provider of wireless electronic equipment and services listed on the TSXV.NASDAQ. He is also a Director of a number of private and charitable organizations.

9

Steven Bromleyserves as President, Chief Executive Officer and a Director of SunOpta. Mr. Bromley joined SunOpta in June 2001 and has served in a number of key operating and financial roles since that time. Mr. Bromley served as Executive Vice President and Chief Financial Officer through September 2003 until his appointment as Chief Operating Officer. In addition to his role of Chief Operating Officer, Mr. Bromley was appointed President by the Board of Directors in January 2005 and subsequently as Chief Executive Officer in February 2007. Prior to joining the Company, Mr. Bromley spent over 13 years in the Canadian dairy industry in a wide range of financial and operational roles with both Natrel Inc. and Ault Foods Limited. From 19771997 to 1999 he served on the Board of Directors of Natrel Inc. Mr. Bromley is a Director of allmost of the Company’s subsidiaries, and insince July 2004 Mr. Bromley was elected tohas served on the Board of Directors of Opta Minerals (TSX: OPM). Mr. Bromley was appointed to the Board of Directors of SunOpta on January 26, 2007.

Cyril Ingis a retired Professional Engineer and was elected as a Director in January 1984. Mr. Ing became an employee of the Company in August 1985 and retired in 1990. He currently serves on the Audit Committee and chairs the Compensation Committee. He was an independent consultant specializing in engineering projects involving the combustion of biomass from May of 1982 to August 1985. In the past 5 years, Mr. Ing has served on the following Boards of Directors: Jemtec Inc. (November 1999 to present) and Easton Minerals Ltd. (November 1999 to present).

Allan Routhwas elected to the Board of Directors in September 1999. Mr. Routh is President of the SunOpta Grains and Foods Group and prior to March 2003 was President and Chief Executive Officer of SunRich Food Group, Inc., a wholly-owned subsidiary of the Company. Mr. Routh has been involved in the soynatural and organic foods industry and soyparticipated in industry organizations since 1984. He is also a Director of other private companies. In the past 5 years, Mr. Routh has not served on any other reporting issuers’ Board of Directors.

Katrina Houdewas elected to the Board of Directors in December 2000 and also serves as a member of the Audit and Compensation Committees. Ms. Houde has been an independent consultant since March 2000. From January 1999 to March 2000, Ms. Houde was President of Cuddy Food Products, a division of Cuddy International Corp., and was Chief Operating Officer of Cuddy International Corp. from January 1996 to January 1999. In the past 5 years, Ms. Houde has not served on any other reporting issuers’ Board of Directors.

Douglas Greenewas elected to the Board of Directors in September 2008 and currently is a member of the Corporate Governance and Compensation Committees. Mr. Greene is a pioneer in the natural and organic foods industry. Mr. Greene founded New Hope Natural Media, the largest Business to Business media group in the natural products industry and ran this company for twenty years, selling it to Penton Media in 1999. He was a board member of Penton Media which was listed on the NYSE and subsequently NASDAQ (OTCBB:PTON) from 1999 to 2005 and served on their Executive, Compensation and Audit Committees. From 1994 to 2005 Mr. Greene was Chairman of Vitrina Group of Moscow, publishers and event producers for the grocery, restaurant and wine industries. Mr. Greene is a Board member of Next Foods and has served on several non-profit Boards.

Victor Hepburn was elected as a Director in September 2008. Mr. Hepburn is a Chartered Accountant and currently serves as Chairman of the Audit Committee and is a member of the Corporate Governance Committee. He is currently self-employed as a consultant and is a director of Walker Industries Holdings Inc., an aggregate and waste management company. Mr. Hepburn is also a Director of Opta Minerals Inc.(TSX:OPM) and Chairman of the Audit Committee.Committee of Opta Minerals Inc.(TSX:OPM). Mr. Hepburn was the President and CEO of Hanson Brick America in 1999 and 2000, an international building materials company that is one of the largest ready mix concrete and brick manufactures in North America. Prior to its acquisition by Hanson Brick America, from 1977 to 1999 Mr. Hepburn was employed in various capacities with Jannock Limited, a public company listed on the TSX, including as President and Chief Executive Officer, Brick Operations from 1985 to 1999. Mr. Hepburn also served as the Vice-Chairman and a Director of the Brick Association of America.

7

Jay Amato was appointed a Director of the Company and Chairman of the Corporate Governance Committee in November 2008. Mr. Amato is the founder and CEO of PersonalScreen Media LLC in New York, a company which is developing new methods of monetizing video content on the web. Previously, Mr. Amato was a director, President and CEO of NASDAQ-traded ViewPoint Corporation, a premier interactive media company. He was also President and COO of Vanstar Corporation, a $2.8 billion public company with 7,000 employees that provided global computer outsourcing services.

10

Penalties and Sanctions and Personal Bankruptcies

The information asrelated to cease trade orders and bankruptcies, not being within the knowledge of the Company, has been furnished by the directors.

Other than set out below, none of the proposed nominees for election to the Board of Directors:

(a)

is, as at the date of this Proxy Statement, or was within 10 years before the date of the Management Information Circular,Proxy Statement, a director or chief executive officer or chief financial officer of any company (including the Company) that:

(i)

was the subject of an order (as defined in Form 51-102F5 made under National Instrument 51-10251- 102 of the Canadian Securities Administrators) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

  
(ii)

was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer, or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer, or chief financial officer; or

(b)

is at the date hereof, or has been within 10 years before the date of this Proxy Statement, a director or executive officer of any company (including the Company) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c)

has, within the 10 years before the date of this Proxy Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

On February 20, 2008, as a result of the Company determining that it would need to restate certain of its previously issued financial statements for periods ending June 30 and September 30, 2007 and possibly March 31, 2007, each of the Company’s then senior officers and directors and certain other insiders were subject to a management cease trade order (the “MCTO”) issued by the Ontario Securities Commission (the “OSC”). The MCTO prohibited trading in the Company's securities by its senior officers, directors and certain insiders during the time that the MCTO was in effect. The MCTO was revoked after the necessary restated financial statements and related securities filings were made by the Company with the OSC.OSC during the third quarter of 2009.

Board Meetings and Committees

Independent Directors

Our Board of Directors has adopted a Corporate Governance Committee Charter, a copy of which is available at our website atwww.sunopta.com, underIn 2008 we received letters from the link “Investor Relations, Corporate Governance”.Under the Company’s Corporate Governance Committee Charter, which adopts the current standards for “independence” in accordance with the Nasdaq listing standards and theU.S. Securities and Exchange Commission rules, a majority of the members of the Board of Directors must be independent as determined by the Board of Directors.

National Policy 58-201 –Corporate Governance Guidelines of the Canadian Securities Administrators recommends that boards of directors of reporting issuers be composed of a majority of independent directors. A director is considered independent only where the board determines that the director has no "material relationship"(“SEC”) requesting additional information in connection with the Company. Director independencerestatement of each of theour financial statements. The SEC has conducted interviews with certain current directors is determined by the Board of Directors with reference to the requirements as set forth by Canadian securities regulators in National Instrument 52-110 -Audit Committees of the Canadian Securities Administrators, the rules of the TSX, Nasdaq and SEC rulespast employees, current and regulations (collectively, the “Rules and Regulations”).

8

With five of the directors proposed to be nominated considered independent, the Board of Directors is composed of a majority of independent directors. The independent directors are Cyril Ing, Katrina Houde, Douglas Greene, Victor Hepburn and Jay Amato. Three proposed directors have material relations with the Company and are therefore not independent. Each of Mr. Jeremy Kendall, Chairman, Mr. Steve Bromley, President and CEO and Mr. Allan Routh, President of the SunOpta Grains and Foods Group is considered to have a material relation with the Company by virtue of his executive officer position with the Company. The Board has determined that Ms. Houde and Mr. Ing, Mr. Greene, Mr. Hepburn and Mr. Amato are each independent directors within the meaning of the Rules and Regulations.

The Company presently has three Committees (1) Audit Committee; (2) Corporate Governance Committee which also serves as the Nominating Committee; and (3) Compensation Committee. The Board has appointed individuals from its members to serve on these Committees. The membership of these three Committees is composed entirely of independent directors. Four Directors attended the Company’s annual meeting of shareholder for the previous fiscal year. During 2008, the Board of Directors held five regularly scheduled meetings and nine special telephonic meetings. All board members attended at least 75% of the meetings of the Board and Committees in which they served. We encourage our directors to attend shareholder meetings. Additionally, all currentformer members of our Audit Committee, as well as our previous external auditors. We continue to cooperate with the requests from the SEC in connection with its investigation. If the SEC was to initiate an enforcement action in connection with these matters, such action could result in sanctions against both the Company and certain of our directors, executive officers and employees.

[Remainder of page left intentionally blank]

11

EXECUTIVE COMPENSATION

Compensation Committee and Corporate Governance Committee are independent.

Audit Committee
Report

The Compensation Committee has reviewed and discussed with management the following three independent directors areCompensation Discussion and Analysis. Based on that review and discussion, the current members of the Audit Committee: Victor Hepburn (Chairman), Cyril Ing and Katrina Houde. All three members are financially literate. Our Board of DirectorsCompensation Committee has determined that Victor Hepburn is an audit committee financial expert. On September 25, 2008 Steven Townsend (Chairman) and James Rifenbergh resigned from this Committee and the Board of Directors.

The Audit Committee’s duties and responsibilities are documented in a formal Audit Committee Charter, a copy of which is available at our website atwww.sunopta.com, under the link: “Investors Relations, Corporate Governance”. These duties include (a) providing oversight of the financial reporting process and management’s responsibility for the integrity, accuracy and objectivity of financial reports and related financial reporting practices; (b) recommendingrecommended to the Board of Directors the appointment of the Company’s auditors; (c) providing oversight of the adequacy of the Company’s system of internal and related disclosure controls; and (d) providing oversight of management practices relating to ethical considerations and business conduct, including compliance with laws and regulations. The Audit Committee meets a minimum of four times a year, once to review the Form 10-K and annual Audited Consolidated Financial Statements and before each quarter’s earnings are filed to review interim financial statements and Form 10-Q which is filed with the SEC in the U.S. and the Ontario Securities Commission as the Company’s principal regulator in Canada. Other meetings may be held at the discretion of the Chair of the Audit Committee. The Audit Committee has free and unfettered access to Deloitte & Touche LLP, the Company’s auditors and also meets and has direct access to the Company’s internal counsel and external legal advisors.

During 2008 the Audit Committee maintained a company wide whistle-blower policy related to reporting of concerns in accounting or internal controls. This policy gives all employees of the Company the option of using a hot line administered by a third party which is independent of management or direct access to the Chair of the Audit Committee or in-house legal counsel for concerns dealing with accounting practices, internal controls or other matters affecting the Company’s well being. The Audit Committee met formally thirteen times during 2008. In addition, several telephonic meetings were held during the year for administrative matters connected to the responsibilities of this Committee.

Corporate Governance Committee and Nominating Committee

The following three independent Directors are the current members of the Corporate Governance Committee: Jay Amato (Chairman), Douglas Greene, and Victor Hepburn. On September 25, 2008 James Rifenbergh and Steven Townsend resigned from this Committee and the Board of Directors. On November 24, 2008 Robert Fetherstonaugh also resigned from the Committee and the Board of Directors.

The Company and the Corporate Governance Committee have developed a set of formal Corporate Governance Policies that are monitored on an ongoing basis to ensure that the Company is in compliance with its Corporate Governance Policies.

The Corporate Governance Committee has a charter, a copy of which is available at our websitewww.sunopta.com, under the link: “Investor Relations, Corporate Governance”. The Corporate Governance Committee, in its capacity as the Nominating Committee, concerns itself with the composition of the Board with respect to depth of experience, balance of professional interests, required expertiseCompensation Discussion and other factors. The Nominating Committee evaluates prospective nominees identified on its own initiative or referred to it by other Board members, management, stockholders or external sources and all self-nominated candidates. The Nominating Committee uses the same criteria for evaluating candidates nominated by stockholders and self-nominated candidates as it does for those proposed by other Board members, management and search companies. To be considered for membership on the Board, the Nominating Committee will consider certain necessary criteria that a candidate should meet, which would include the following: (a) be of proven integrity with a record of substantial achievement, (b) have demonstrated ability and sound judgment that usually will be based on broad experience but, particularly, industry experience; (c) be able and willing to devote the required amount of time to the Company’s affairs, including attendance at Board and Committee meetings; (d) possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs; and (e) be committed to building sound, long-term Company growth. Evaluation of candidates occurs on the basis of materials submitted by or on behalf of the candidate. If a candidate continues to be of interest, additional information about her/him is obtained through inquiries to various sources and, if warranted, interviews.

9

A stockholder may recommend a person as a nominee for director by writing to the Secretary of the Company. Recommendations must be received by November 1, 2009 in order for a candidate to be considered for election at the 2010 annual meeting of shareholders. Each notice of nomination should contain the following information: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would have been required toAnalysis be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Company if so elected.this Proxy Statement.

The Corporate Governance Committee met formally five times during 2008. In addition, several telephonic meetings were held during the year for administrative matters connected to the responsibilities of this Committee.

Compensation Committee

The following independent Directors are the current members of the Compensation Committee:

Cyril Ing (Chairman),
Douglas Greene
Katrina Houde

Compensation Discussion and Katrina Houde. On September 25, 2008 James Rifenbergh resigned from this committee as did Mr. Robert Fetherstonaugh on November 24, 2008.Analysis

The CompanyThis Compensation Discussion and Analysis describes the Compensation Committee have developed a set of formal Compensationkey principles and Benefits policies and practices that are monitored on an ongoing basis to ensure the Company is in compliance with its Corporate Governance Policies. The Compensation Committee’s duties and responsibilities are documented in a formal Compensation Committee Charter, a copy of which is available at our website atwww.sunopta.com, under the link: “Investor Relations, Corporate Governance”

The function of the Compensation Committee isapproaches used to determine thematerial elements of compensation awarded to, earned by and/or paid to each of the Chief Executive Officer (“CEO”) as well as to reviewour CEO and approve the compensation recommended by the CEO for certain Officers of the Company and to review overall generalother executive officers. This discussion addresses our compensation policies for all employees of the Company. In addition,fiscal year ended December 31, 2009 as they affected the CEO and other executive officers, and should be read in conjunction with the tables set forth in this Committee oversees the Amended“Executive Compensation” section, as they provide information and Restated 2002 Stock Option Plan, Employee Stock Purchase Plans and any other incentive plans of the Company.

The Compensation Committee met telephonically two times during 2008.

Code of Ethics

The Company has a Code of Ethics policy applicable to all employees, including the Company’s CEO, Chief Operating Officer, Chief Financial Officer and all other persons performing similar functions, and all directors and consultants. A copy of the Code of Ethics policy is available, without charge, atwww.sunopta.com or upon written requestcontext to the Company at SunOpta Inc., 2838 Bovaird Drive West, Brampton, Ontario, Canada, L7A 0H2. Attention: Information Officer. Any amendments to, or waiverscompensation disclosures included in those tables.

The Role of the Code of Ethics which specifically relate to any financial professional will be disclosed promptly following the date of such amendment or waiver atwww.sunopta.com.

10

Executive Compensation

Our Compensation Discussion and Analysis
Committee
Overview and Philosophy

The Compensation Committee of the Board of Directors is responsible for making recommendations concerning salaries and incentive compensation for employees, including the CEO and other executive officers, and administering the Amended and Restated 2002 Stock Option Plan and the Employee Stock Purchase Plan. The Compensation Committee consists entirely of non-employee directors, within the meaning of Rule 16b-3 issued by the SEC, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code. AtCode and “independent directors” within the endmeaning of fiscal 2008,National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators.

Compensation Overview, Philosophy and followingObjectives

The Compensation Committee assesses and determines the resignationlevel of James Rifenberghcompensation for the CEO. Our CEO assesses and Steven Townsend,recommends to the Compensation Committee consisted of Cyril Ing (Chairman), Douglas Greene and Katrina Houde.

Executive officers assess and recommend compensation levels for the other executive officers based on the performance of the business and/or certain business units, third party compensation data, external and internal equity, changes in responsibility internal equity and the individual’s overall contribution to the Company’s success. These recommendations are submitted to the Compensation Committee for decision and final approval.

This report addresses ourOur executive compensation policies for the fiscal year ended December 31, 2008 as they affected the CEOphilosophy and the other executive officers. policies that support it are intended to reward our executives for long-term strategic management and their efforts to enhance shareholder value, and support a performance-oriented environment that rewards achievement of internal Company goals and recognizes the Company’s performance compared to the performance of similarly situated companies.

The objectives of our executive compensation program are to:

We also understand that our shareholders have a meaningful interest in our executive compensation practices and believe that our shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board has used to make executive compensation decisions. As a result, the Compensation Committee has adopted a “Say on Pay” policy, pursuant to which the Board of Directors, beginning with this year’s Meeting, will actively seek the advice of the shareholders by offering them an opportunity to cast an advisory vote on the Company’s executive compensation program outlined in this Proxy Statement. You can read more about the Company’s Say on Pay policy under the section “Proposal Four – Advisory Vote On Executive Compensation” beginning on page 22 of this Proxy Statement. We encourage shareholders to read our disclosures about executive compensation and participate in the advisory vote.

12

Compensation Program

Our executive compensation program generally consists of base salary, annual cash incentive compensation (“annual bonuses”) and long-term incentive compensation in the form of stock options and / or restricted stock grants. ExecutiveOur executive officers also participate in benefit programs that are generally available to all our employees, including medical benefits, the Employee Stock Purchase Plan and the retirement savings plan (RRSP or 401K). The primary elements of our executive compensation program are described in more detail below.

All compensation decisions are determined following a review of many factors that we believe are relevant, including third-party compensation data, our achievements over the past year, the individual’s contributions to our success, any significant changes in role or responsibility and the internal equity of compensation relationships.

In general, we intend that the overall total compensation opportunities provided to the executive officers should reflect competitive compensation for executive officers with corresponding responsibilities in comparable firms providing similar products and services. In setting total compensation, we target a mix of base salary, short-term incentives and long-term incentives and retain the flexibility to adjust this mix and compensation levels based on actual performance as well as changes in the market. To the extent determined to be appropriate, we also consider general economic conditions, our financial performance, including corporate net income, return on equity and return on net assets, and individual merit in setting compensation policies for our executive officers.

We regularly assess, with the assistance of outside independent compensation consultants, including OCG, Mercer and Towers Perrin,Watson (formerly Towers Perrin), the competitiveness of our total compensation program,programs, including base salaries, annual short-term cash incentives and long-term stock-based incentives. Data for external comparisons are drawn from a number of sources, including the publicly available disclosures of selected comparable firms with similar products and national compensation surveys of companies of similar size or industry.

For the fiscal year ended December 31, 2008,2009, we reviewed the appropriate mix between salary and other forms of compensation and set annual compensation guidelines for our executive officers. There was a general salary freeze across the Company in 2009 that affected the chief executive officer and other executive officers.

Base Compensation

The CompanyCompensation Committee determines base salary based on a combination of comparable market data, experience, and job responsibilities and other relevant factors.factors and reviews and adjusts base salaries effective April 1st of each year.

During fiscal 2008, the Company2009, we utilized the services of the independent consulting firm of Towers PerrinWatson to review the compensation levels paid to executive officers. The CompanyCompensation Committee used the Towers Perrin Executive Compensation Surveys for both Canada and the United States,U.S., adjusted to company size and structure in establishing a comparative set. For fiscal 2008,2009, compensation for executive officers was set within the rangeassessed based on a review of this compensation review for executive officers with comparable qualifications, experience and responsibilities at other companies inas well as current economic factors impacting the same or similar businesses, based on the determination of management and approved by the Compensation Committee.market. Base compensation was also determinedassessed in light of a particular individual’s contribution as a whole, including the ability to motivate others, develop the necessary skills to grow, recognize and pursue new business opportunities and initiate programs to enhance the Company’s growth and improve shareholder value.

11In 2009, after a review of market conditions, the Company implemented a general salary freeze across the organization including the chief executive officer and other executive officers, with the exception of increases for promotions and special considerations due to market conditions.

Short TermShort-Term Incentives

Short termShort-term incentives for executives and management are provided through annual bonus plans based on the performance of the business. The objectives of these plans are to align the behavior of executives and management with the overall strategy of the business and shareholder interests. The CompanyCompensation Committee utilized the independent consulting firm ofdata provided by Towers PerrinWatson during 20082009 to review the bonus levels of executives and management and the eligibility levels for management. Eligible participants could receive an annual bonus based on the actual performance of fourthe following criteria: consolidated net income; consolidated return on equity; consolidatednet assets and/or operating group return on net assets and Groupgroup operating income, all compared to pre-set targets.targets approved by the Compensation Committee. For the 2010 short-term incentive, performance criteria includes a combination of the following: consolidated net income, consolidated return on equity and operating group return on net assests, all compared to pre-set targets approved by the Compensation Committee.

13

The Compensation Committee has the authority to adjust and claw back annual bonuses when appropriate. In 2009 the Compensation Committee modified the payment of the annual short-term cash incentives for the chief executive officer and certain executive officers applicable to fiscal 2008 results and payable in 2009 by awarding stock options equivalent to approximately 33% of the short-term cash incentive based on a Black-Scholes valuation. The balance of the annual short-term cash incentive was forfeited.

Long-Term IncentivesIncenti
ves

Long-term incentives for executive officers and key employees are provided through the Employee Stock Purchase Plan and the Amended and Restated 2002 Stock Option Plan. The objectives of these plans are to align executive and shareholder long-term interests by creating a strong and direct link between executive compensation and shareholder return, and to enable executive officers to develop and maintain a significant, long-term stock ownership position in our common stock.shares. Stock options are usually granted annually to our executive officers and certain key employees. In selecting executive officers eligible to receive stock options and determining the amount and frequency of such grants, we evaluate a variety of factors, including the following: (i)

Long-term incentives are awarded annually by the Compensation Committee at the Board of Directors meeting following the annual salary review and as part of the annual compensation analysis. The long-term incentives are in the form of stock options. These options vest over a five year period with 20% of the total grant vesting annually on the anniversary date of the original grant and expiring one year following the last vesting date.

Limitations on Deductions

Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation paid to our CEOchief executive officer and the four other most highly compensated executive officers to $1,000,000 per year, but contains an exception for certain performance-based compensation. For the fiscal year ended December 31, 2008,2009, grants of stock options under the Amended and Restated 2002 Stock Option Plan satisfy the requirements for deductible compensation for employees residing in the U.S. While our general policy is to preserve the deductibility of most compensation paid to executive officers, we may authorize payments that may not be deductible if we believe they are in the best interests of the Company and its shareholders.

Compensation Committee Interlocks and Insider Participation[Remainder of page left intentionally blank]

No member of our Compensation Committee has served as one of our officers or employees at any time over the past year. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serve as a member of the Board of Directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on that review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Cyril Ing (Chairman)
Douglas Greene
Katrina Houde

1214

Compensation of Executive Officers

The following tables set forth all remuneration paid by the Company and its subsidiaries during the last three years ended December 31, 2009, 2008, 2007, and 20062007 to its CEO, CFO and fourthree most highly compensated Executive Officers:

SUMMARY COMPENSATION TABLE

 

Annual Compensation

Awards  
Name and
Principal
Occupation		   All Other
Compensation (1)		 Option
Awards (3)		Total
Compensation
YearSalaryBonus (6)Auto (2)

Jeremy Kendall (4)

2008

$187,615

$31,191

$70,262

$16,140

$31,500

               $336,708

Chairman, formerCEO

 

 

 

 

 

 

 

 

2007

$147,317

$97,694

$32,108

$15,966

$67,300

               $360,385

 

 

 

 

 

 

 

 

 

2006

$433,651

-

$17,119

$14,911

-

               $465,681

Steven Bromley (4)

2008

$403,372

$77,896

$20,331

$16,643

-

               $518,242

Director and

 

 

 

 

 

 

 

President & CEO

2007

$367,904

$56,174

$14,642

$14,913

$341,300

               $794,933

 

 

 

 

 

 

 

 

 

2006

$299,219

-

$9,647

$14,374

-

               $323,240

John Dietrich (4) (7)

2008

$300,184

$39,399

$12,059

$15,171

-

               $366,813

Vice President & CFO

 

 

 

 

 

 

 

 

2007

$279,126

$31,262

$13,605

$22,454

$67,300

               $413,747

 

 

 

 

 

 

 

 

 

2006

$201,152

-

$11.233

$16,097

-

               $228,482

Allan Routh

2008

$255,000

$94,600

$6,322

$2,265

$70,875

               $429,062

Director and

 

 

 

 

 

 

 

President, SunOpta

2007

$229,221

-

$3,515

$3,535

$67,300

               $303,571

Grains & Foods Group

 

 

 

 

 

 

 

 

2006

$215,000

 

$4,300

$3,713

-

               $223,013

Arthur McEvily

2008

$255,000

-

$8,925

$12,750

$47,250

               $323,925

Vice President,

 

 

 

 

 

 

 

Technology and

2007

$262,709

-

$3,000

-

$67,300

               $333,009

Innovation

 

 

 

 

 

 

 

 

2006

$246,000

-

$3,000

-

-

               $249,000

Antonio Tavares (4) (5)

 

 

 

 

 

 

 

Vice President & Chief

2008

$233,333

-

$11,480

$9,514

$206,000

               $460,327

Operating Officer

 

 

 

 

 

 

 


Name and
Principal Position

Year

Salary
Bonus
(1)		Option
Awards
(2)
Auto
(3)		All Other
Compensation
(4)
Total
Compensation
Steven Bromley (5)
Director and
President & Chief
Executive Officer
2009

2008

2007		$376,540

$403,372

$367,904		$-

$77,896

$56,174		$94,500

$-

$341,300		$18,757

$16,643

$14,913		$23,687

$20,331

$14,642		$513,484

$518,242

$794,933
Allan Routh
Director and
President, SunOpta
Grains & Foods Group
2009

2008

2007		$255,000

$255,000

$229,221		$72,420

$94,600

$-		$36,750

$70,875

$67,300		$1,818

$2,265

$3,535		$6,694

$6,322

$3,515		$372,682

$429,062

$303,571
Tony Tavares (5) (6)
Vice President & Chief
Operating Officer		2009

2008		$350,270

$233,333		$-

$-		$59,850

$206,000		$15,872

$9,514		$13,910

$11,480		$439,902

$460,327
Eric Davis (5) (7)
Vice President & Chief
Financial Officer		2009

$222,793

$-

$36,000

$14,050

$10,779

$283,622

John Dietrich (5) (7)
Vice President,
Corporate Development

2009

2008

2007		$280,216

$300,184

$279,126		$-

$39,399

$31,262		$49,350

$-

$67,300		$15,751

$15,171

$22,454		$11,410

$12,059

$13,605		$356,727

$366,813

$413,747
Jeremy Kendall (5) (8)
Chairman, former Chief
Executive Officer

2009

2008

2007		$175,134

$187,615

$147,317		$-

$31,191

$97,694		$23,100

$31,500

$67,300		$19,566

$16,140

$15,966		$53,778

$70,262

$32,108		$271,578

$336,708

$360,385

(1)

Other Annual Compensation represents taxable benefits, life insurance, retirement savings contributions, and director fees.Bonus paid in the reported fiscal year is based on pre established short term incentive targets related to the previous fiscal year.

(2)

Represents taxable automobile use or reimbursement of costs.

(3)

Amounts calculated for the fair value of options utilize the provisions of Statement of Financial Accounts Standards (“SFAS”) No. 123R, “Share-based Payments.ASC Topic 718. The full grant date fair value computedof all stock options granted, calculated in accordance with FAS 123R, ofASC Topic 718, is reflected in the awards granted to each officer during the fiscal year.options award.

(3)

Represents taxable automobile use or reimbursement of costs.

(4)

Represents taxable benefits, life insurance, retirement savings contributions and director fees.

(5)

These officers are paid in Canadian dollars. The compensation has been converted to U.S. dollars using the average annual exchange rate applicable for each year.

(5)(6)

Mr. Tavares joined the Company on June 2, 2008. Details of this appointment were included on Form 8-K filed with the SEC on April 28, 2008.2008 as Vice President and Chief Operating Officer.

(6)(7)

Bonus paid inMr. Davis joined the reported fiscal year is based on pre established short term incentive targets related to the previous fiscal year.

(7)

EffectiveCompany March 16, 2009 Mr. Eric Davis was appointedas Vice President and Chief Financial Officer of the Company. WithMr. Dietrich, the appointment of Mr. Davis, Mr. Dietrichformer Chief Financial Officer has remained with the Company in a new capacity.capacity as Vice President, Corporate Development.

(8)

Mr. Kendall retired from his position as Chief Executive Officer of the Company on February 1, 2007. Compensation received by him following February 1, 2007 was in consideration for his services as Chairman and his continuing consulting relationship with the Company

1315


GRANTS OF PLAN BASED AWARDS DURING 2008

 

   
  All Other Exercise 
  Option Awards:Estimatedon Base 
  Number ofPossibleprice ofGrant Date Fair

Name

Grant DateSecuritiesPayouts UnderOptionsValue of
  UnderlyingShort TermAwardsStock and
  OptionsIncentives (2)(US$/Share)Option Awards (1)

Jeremy N. Kendall –Chairman

10/6/2008

10,000

$112,569

$5.74

$31,500

Steven R. Bromley -Directorand President & CEO

-

-

$242,023

-

-

John H. Dietrich -Vice President& CFO

-

-

$120,074

-

-

Allan Routh –President,Grains & Foods Group

10/06/2008

22,500

$102,000

$5.74

$70,875

Arthur McEvily,Vice President,Innovation and Technology

10/06/2008

15,000

$127,500

$5.74

$47,250

Antonio Tavares,Vice President& Chief Operating Officer

08/09/2008

50,000

$116,666

$5.12

$143,000

 

10/06/2008

20,000

 

$5.74

$63,000

GRANTS OF PLAN-BASED AWARDS DURING 2009






Name


Grant
Date
(1)		Estimated Future
Payouts Under
Non-Equity
Incentives Plan
Awards
(2)		All Other
Option Awards:
Number of
Securities
Underlying
Options
Exercise or
Base Price of
Options
Awards
(US$/Share)		Grant Date
Fair
Value of
Stock and
Option Awards
(3)
Steven Bromley05/14/2009$225,92490,000$1.64$94,500
Allan Routh05/14/2009$102,00035,000$1.64$36,750
Tony Tavares05/14/2009$175,13557,000$1.64$59,850
Eric Davis
03/16/2009
05/14/2009
$111,397		25,000
20,000		$0.97
$1.64		$15,000
$21,000
John Dietrich05/14/2009$112,08647,000$1.64$49,350
Jeremy Kendall05/14/2009$105,08122,000$1.64$23,100

(1)

Options vest at a rate of 20% annually beginning on the first anniversary of the grant date.

(2)

Target bonus entitlement for 2009.

(3)

Amounts calculated for the fair value of options utilize the provisions of Statement of Financial Accounts Standards (“SFAS”) No. 123R, “Share-based Payments.”ASC Topic 718. The full grant date fair value computedof all stock options granted, calculated in accordance with FAS 123R, of the awards granted to each officer during the fiscal year.

(2)

Maximum Bonus entitlement for 2008.ASC Topic 718, is reflected.

14Mr. Steven Bromley’s 2009 Compensation

Mr. Bromley’s base salary in Canadian dollars was held flat in 2009 along with a general salary freeze in the company. His target bonus percentage was unchanged from 2008 at 60% of base salary, based 40% on achieving agreed upon budgeted consolidated net income and 60% on agreed upon budgeted consolidated return on net assets. Mr. Bromley did not receive any cash bonus for fiscal 2009, nor was he paid any cash bonus for 2008 in 2009. However, he did receive 15,000 stock options in 2009 in lieu of bonus payable for fiscal 2008. The Black-Scholes value of these stock options was $15,750. Mr. Bromley received 75,000 stock options as part of the annual Long Term Incentive Plan that carried a Black-Scholes value of $78,750. Mr. Bromley received other compensation totaling $42,444 which included an auto allowance, a company matching contribution to his RRSP and the premium for a life insurance policy. As part of the annual salary review for 2010, the Compensation Committee did not change Mr. Bromley’s annual base salary of C$430,000.

Mr. Allan Routh’s 2009 Compensation

Mr. Routh base salary in was held flat in 2009 along with a general salary freeze in the company. His target bonus percentage was unchanged from 2008 at 40% of base salary, based 40% on achieving agreed upon budgeted consolidated net income and 60% on agreed upon budgeted Grains and Foods Group return on net assets. Mr. Routh received a cash bonus for fiscal 2009 of $61,200, payable in 2010 and was paid a cash bonus of $72,420 in 2009. Mr. Routh received 35,000 stock options as part of the annual Long Term Incentive Plan that carried a Black-Scholes value of $36,750. Mr. Routh received other compensation totaling $8,512 which included a company matching contribution to his 401(k) and auto expenses. As part of the annual salary review for 2010, the Compensation Committee approved an increase in Mr. Routh’s annual base salary from $255,000 to $275,000 effective April 1, 2010.

Mr Tony Tavares’s 2009 Compensation

Mr. Tavares’s base salary in Canadian dollars was held flat in 2009 along with a general salary freeze in the company. His target bonus percentage was unchanged from 2008 at 50% of base salary, based 40% on achieving agreed upon budgeted consolidated net income and 60% on agreed upon budgeted consolidated return on net assets. Mr. Tavares did not receive any cash bonus for fiscal 2009, nor was he paid any cash bonus for 2008 in 2009. However, he did receive 7,000 stock options in 2009 in lieu of bonus payable for fiscal 2008. The Black-Scholes value of these stock options was $7,350. Mr. Tavares received 50,000 stock options as part of the annual Long Term Incentive Plan that carried a Black-Scholes value of $52,500. Mr. Tavares received other compensation totaling $29,782 which included an auto allowance and a company matching contribution to his RRSP. As part of the annual salary review for 2010, the Compensation Committee approved an increase in Mr. Tavares’s annual base salary from C$400,000 to C$425,000 effective April 1, 2010.

16


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2008

 

    

 

Option Awards

 
Stock Awards

Name

Option
Grant
Date		Number of Securities Underlying
Unexercised Options (#)
Exercisable		Number of Securities Underlying
Unexercised Options (#) Unexercisable		Option
Exercise
Price		Option
Expiration
Date		Number of
Shares or
Units of Stock
That Have Not Vested		Market Value
of Shares
or Stock That Have Not Yet Vested (1)

Jeremy N. Kendall –
Chairman, former CEO

08/08/2005
08/06/2004
05/13/2004
08/08/2007
10/06/2008		10,000
10,000
40,000
2,000
-


8,000
10,000		$5.71
$6.93
$7.69
$12.31
$5.74		08/08/2010
08/06/2009
05/13/2009
08/08/2013
10/06/2014		--

Steven R. Bromley–
Director and President &CEO


08/08/2005
01/21/2005
08/06/2004
12/08/2005
02/01/2007
08/08/2007
10,000
50,000
10,000
25,000
30,000
2,000
-
-
-
-
20,000
8,000
$5.71
$6.54
$6.93
$5.50
$10.86
$12.31		09/29/2008
08/06/2009
01/21/2010
08/08/2010
12/08/2010
02/01/2012
08/08/2013		7,500$11,775

John H. Dietrich–
VicePresident & CFO

12/08/2005
08/08/2005
01/21/2005
08/06/2004
8/08/2007		25,000
10,000
20,000
10,000
2,000		8,000$5.50
$5.71
$6.54
$6.93
$12.31

12/08/2010
08/08/2010
01/21/2010
08/06/2009
08/08/2012

--

Allan Routh–
Directorand PresidentSunOpta Grains & FoodsGroup

12/08/2005
08/08/2005
08/06/2004
08/08/2007
10/06/2008		15,000
10,000
10,000
2,000
-		-
-
-
8,000
22,500		$5.50
$5.71
$6.93
$12.31
$5.74		12/08/2010
08/08/2010
08/06/2009
08/08/2012
10/06/2014		--

Art McEvily –
VicePresident, TechnologyandInnovation

12/08/2005
08/08/2005
08/06/2004
08/08/2007
10/06/2008		9,000
10,000
10,000
2,000
-		-
-
-
8,000
15,000		$5.50
$5.71
$6.93
$12.31
$5.74		12/08/2010
08/08/2010
08/06/2009
08/08/2013
10/06/2014		--

Antonio Tavares –
VicePresident & ChiefOperating Officer

08/09/2008
10/06/2008		-
-		50,000
20,000		$5.12
$5.74		08/09/2014
10/06/2014		  

Mr. Eric Davis’s 2009 Compensation

Mr. Davis joined SunOpta Inc in March 2009 at a salary of C$300,000 and a target bonus percentage of 50% of base salary, based 40% on achieving agreed upon budgeted consolidated net income and 60% on agreed upon budgeted consolidated return on net assets. Mr. Davis did not receive any bonus for fiscal 2009. Mr. Davis received 25,000 stock options as part of his initial employment terms with a Black-Scholes value of $15,000 and 20,000 stock options as part of the annual Long Term Incentive Plan that carried a Black-Scholes value of $21,000. Mr. Davis received other compensation totaling $24,829 which included an auto allowance and a company matching contribution to his RRSP. As part of the annual base salary review for 2010, the Compensation Committee approved an increase in Mr. Davis’s annual base salary from C$300,000 to C$322,000 effective April 1, 2010.

Mr. John Dietrich’s 2009 Compensation

Mr. Dietrich was appointed to the position of Vice-President, Corporate Development in May 2009. Mr. Dietrich’s base salary in Canadian dollars was held flat in 2009 along with a general salary freeze in the company. His target bonus percentage was unchanged from 2008 at 40% of base salary, based 40% on achieving agreed upon budgeted consolidated net income and 60% on agreed upon budgeted consolidated return on net assets. Mr. Dietrich did not receive any cash bonus for fiscal 2009, nor was he paid any cash bonus for 2008 in 2009. However, he did receive 7,000 stock options in 2009 in lieu of bonus payable for fiscal 2008. The Black-Scholes value of these stock options was $7,350. Mr. Dietrich received 40,000 stock options as part of the annual Long Term Incentive Plan that carried a Black-Scholes value of $42,000. Mr. Dietrich received other compensation totaling $27,161 which included an auto allowance and a company matching contribution to his RRSP. As part of the annual base salary review for 2010, the Compensation Committee did not change Mr. Dietrich’s annual base salary of C$320,000.

[Remainder of page left intentionally blank]

17

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2009

 Option AwardsStock Awards





Name


Option
Grant
Date		Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable


Option
Exercise
Price


Option
Expiration
Date		Number of
Shares or
Units of
Stock That
Have Not
Vested		Market
Value of
Shares or
Stock That
Have Not
Vested (1)
Steven Bromley





01/21/2005
08/08/2005
12/08/2005
02/01/2007
08/08/2007
05/14/2009		50,000
10,000
25,000
30,000
4,000
-		-
-
-
20,000
6,000
90,000		$6.54
$5.71
$5.50
$10.86
$12.31
$1.64		01/21/2010
08/08/2010
12/08/2010
02/01/2012
08/08/2013
05/14/2015		2,500





8,400





Allan Routh



08/08/2005
12/08/2005
08/08/2007
10/06/2008
05/14/2009		10,000
15,000
4,000
4,500
-		-
-
6,000
18,000
35,000		$5.71
$5.50
$12.31
$5.74
$1.64		08/08/2010
12/08/2010
08/08/2013
10/06/2014
05/14/2015







Tony Tavares

08/09/2008
10/06/2008
05/14/2009		10,000
4,000
-		40,000
16,000
57,000		$5.12
$5.74
$1.64		08/09/2014
10/06/2014
05/14/2015



Eric Davis
03/16/2009
05/14/2009		-
-		25,000
20,000		$0.97
$1.64		03/16/2015
05/14/2015

John Dietrich



01/21/2005
08/08/2005
12/08/2005
08/08/2007
05/14/2009		20,000
10,000
25,000
4,000
-		-
-
-
6,000
47,000		$6.54
$5.71
$5.50
$12.31
$1.64		01/21/2010
08/08/2010
12/08/2010
08/08/2013
05/14/2015







Jeremy Kendall


08/08/2005
08/08/2007
10/06/2008
05/14/2009		10,000
4,000
2,000
-		-
6,000
8,000
22,000		$5.71
$12.31
$5.74
$1.64		08/08/2010
08/08/2013
10/06/2014
05/14/2015






(1)

As per Mr. Bromley’s employment contract he was granted 10,000 shares, to be awarded 2,500 shares per year for four years pursuant to his promotion to CEO in February 2007. On March 11, 2010 Mr. Bromley received the final grant of 2,500 shares. These amounts represent the closing price of the Company’s common shares on the last trading day of the year on the NASDAQ Global Select Market. On December 31, 2008,2009, the closing price was U.S. $1.57.$3.36. No other executive officer had outstanding stock awards.

15

Aggregate Option Exercises during the year ended December 31, 2008 and Option Values at December 31, 2008OPTION EXERCISES

The following table details certain information concerning stock options exercised byNone of the named executive officers exercised options to purchase common shares during the fiscal year ended December 31, 2008:2009.

 

Number of Shares
acquired on Exercise		Value Realized on Exercise

Name

(1)

Jeremy N. Kendall –Chairman, former CEO

00

Steven R. Bromley– President & CEO

00

John H. Dietrich– Vice President & CFO

00

Allan Routh– Director and President SunOpta

00

Grains & Foods Group

  

Antonio Tavares –Chief Operating Officer

00

Art McEvily –Vice President, Technology andInnovation

11,000$12,870

(1)

Value Realized on Exercise is calculated as the difference between the total fair market value of the shares on the date of exercise (using the closing market price on the date preceding the exercise date), less the total option price paid for the shares.

Payments on Termination or Change in Control

The Board of Directors passed a resolution in 2004 approving the payment of severance benefits in the event of a change of control akin to a “Triggering Event” for executive officers of the Company. In 2007 and 2008, the Company entered into Employment Agreements with Mr. Bromley and Mr. Tavares, respectively. These agreements provide for certain benefits upon an involuntary termination of employment, other than for cause, or after a “Triggering Event.” In 2007, the Company modified Mr. Dietrich’s employment conditions by providing certain benefits upon an involuntary termination of employment, other than for cause, or after a “Triggering Event”. A Triggering Event includes a merger of the Company with and into an unaffiliated corporation if the Company is not the surviving corporation or the sale of all or substantially all of the Company’s assets.

18

The benefits to be received by the executive officers whose employment is terminated after a Triggering Event occurs include: receipt of a lump sum severance payment equal to two years base salary for Mr. Bromley, eighteen months forbase salaryfor Messrs. Tavares, Davis and Mr. Dietrich, and twelve months for Messrs. Routh and McEvily.base salaryfor Mr. Routh. Also, each of these individuals would be entitled to payment of bonus compensation based upon their respective average bonus compensation over the preceding two (2) years and participation in certain Company wideCompany-wide benefit plans, for the term of the severance period.

If an involuntary termination of employment, other than for cause, or a Triggering Event and termination of employment had occurred as of December 31, 2008,2009, we estimate that the value of the benefits under the Employment Agreements and change of control provisions would have been as follows:

 Lump Sum
Payment		Continuation of
Benefits		Accelerated Vesting of

 Name

Stock Options and Stock Grants (1)

Steven R. Bromley– President &CEO

$873,778$87,378-

John H. Dietrich– Vice President& CFO

$485,606$48,561-

Antonio Tavares –ChiefOperating Officer

$563,000$56,300-

Allan Routh– Director andPresident SunOpta Grains &Foods Group

$255,000$25,500-

Art McEvily –Vice President,Technology and Innovation

$255,000$25,500-


Name		Lump Sum
Severance
Payment
Continuation
of Benefits
Accelerated Vesting of
Stock Options and Stock Grants (1)
Steven Bromley$753,080$112,962$154,800
Allan Routh$338,510$38,250$60,200
Tony Tavares$525,405$78,811$98,040
Eric Davis$394,056$59,108$94,150
John Dietrich$420,324$63,049$80,840

(1)

These amounts represent the difference between the exercise price of the stock options and the closing price of the Company’s common shares on the last trading day of the year on the NASDAQ Global Select Market. On December 31, 2008,2009, the closing price was U.S. $1.57.$3.36.

16

Director Compensation

In addition to annual grantsInterest of options, Directors who are not Company employees receive an annual retainer of CDN $30,000, a directors fee of CDN $1,500 for each Board meeting attendedManagement and Others in person as well as CDN $750 for participating in committee meetings and telephone meetings for 2008. In addition, all Directors are reimbursed for travel and administrative expenses to attend meetings and manage their Board responsibilities. The Corporate Governance Committee Chairman and the Compensation Committee Chairman receive U.S. $7,500 and the Audit Committee Chairman receives U.S. $20,000 for their additional responsibilities. On October 6, 2008, the Directors listed below, excluding Steven Townsend, James Rifenbergh and Jay Amato received an annual grant of 10,000 stock options exercisable at a price of U.S. $5.74.

 Fees Earned or  
 Paid in CashOption AwardsTotal (1)
                                       Name($)($)($)

Jeremy N. Kendall

49,40531,50080,905

Cyril Ing

49,99131,50081,491

Katrina Houde

55,03431,50086,534

Douglas Greene

17,15931,50048,659

Victor Hepburn

25,32831,50056,828

Jay Amato

16,158-16,158

James Rifenbergh

39,211-39,211

Steven Townsend

49,481-49,481

Robert Fetherstonaugh (2)

95,26631,500126,766

(1)

Amounts calculated for the fair value of options utilize the provisions of Statement of Financial Accounts Standards (“SFAS”) No. 123R, “Share-based Payments. The full grant date fair value, computed in accordance with FAS 123R, of the awards granted to each officer during the fiscal year.

(2)

Mr. Fetherstonaugh was paid $35,018 in director fees and consulting fees of $60,248 for services rendered to the Company.

DIRECTORS’ AND OFFICERS LIABILITY INSURANCE

The Company’s comprehensive insurance policies include coverage, which indemnifies the directors and officers of the Company. The approximate annual cost of this coverage is $225,000 and the policy contains a deductible of up to $100,000 except for security claims which has a deductible of up to $250,000.

The Company has also provided run-off insurance to the Board of Directors of Opta Food Ingredients Inc. (now SunOpta Ingredients, Inc.) for actions taken prior to the acquisition by the Company in 2002. This insurance provides coverage for a period of six years from the date of the acquisition for any undisclosed claims that may still arise related to the former Boards tenure.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONSMaterial Transactions

Our board of directors reviews any material transactions in which we are or will be a participant and in which any of our 5% shareholders, directors or executive officers, or any of their immediate family members, has a direct or an indirect material interest. After its review the Audit Committee will only approve or ratify those transactions that are in, or are not inconsistent with, our best interests, as the Audit Committee determines, and the Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on us or the related person in connection with approval of the transaction.

No insider (as such term is defined in theSecurities Act (Ontario)) or any associate or affiliate of the foregoing has any interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries except as follows:

17

TheDuring fiscal year 2009, the President of the SunOpta Grains and Foods Group purchased $128,000 (2007$494,000 (2008 - $99,000; 2006$128,000; 2007 - $126,000)$99,000) of agronomy products from the group during 2008 at market rates and had a balance payable to the Company as at December 31, 20082009 of $146,000 (2007$nil (2008 - $85,000)$146,000). In addition, the President of the SunOpta Grains and Foods Group sold, through a family farming business, $476,000 (2007$134,000 (2008 - $341,000; 2006$476,000; 2007 - $282,000)$341,000) of soybeans and corn to the SunOpta Grains and Foods Group at market rates.

Other senior level managers of the SunOpta Grains and Foods Group purchased $1,151,000 (2008 - $930,000; 2007 - $651,000) of agronomy products from the group during 2009 at market rates and had a balance receivable from the Company as at December 31, 2009 of $30,000 (2008 - $146,000). In addition, the other senior level managers of the SunOpta Grains and Foods Group sold $308,000 (2008 - $364,000; 2077 - $251,000) of soybeans and corn to the SunOpta Grains and Foods Group at market rates.

On February 1, 2007, Jeremy Kendall stepped down as the Chief Executive Officer of the Company and remained Chairman of the Board at a reduced level of compensation subject to a contract expiring on February 26, 2020. The contract provides for consulting fees of $100,000$75,000 per year plus a bonus, (amended to $200,000 until December 31, 2010) declining to $50,000$25,000 per year, to be paid on a sliding scale over time until February 26, 2020. Subsequent to the year 2012, Mr. Kendall is no longer required to provide services to the Company although payments will continue. In the event that Mr. Kendall passes away before February 26, 2020, any remaining amount payable under the contract will be paid to his surviving spouse until February 26, 2020. Included in long-term liabilities of the Company is $231,000$343,000 related to this agreement.

19

The former President of the SunOpta Distribution Group (who was an employee until March 2009) sold $2,521,000 (2007$2,973,000 (2008 - $1,491,000; 2006$2,521,000; 2007 - $1,107,000)$1,491,000) of organic product from his family farming operation, at market rates, to the SunOpta Distribution Group during 20082009 and was owed $53,000 (2007 – $2,000)$nil (2008 - $53,000) by the Company as at December 31, 2008.2009. The amount payable has been recorded in accounts payable and accrued liabilities.

PursuantOne of the directors appointed to the appointmentboard of our majority owned subsidiary, Opta Minerals Inc., in May 2008 has a new director26.5% interest in the principal and interest under a promissory note payable by Opta Minerals to the former shareholders of Magtech (a company acquired by Opta Minerals Inc. on May 12, 2008,in 2006). The current principal amount of the following transactions and balances are classified as related party:

Included in long-term debt is a promissory note in the amount of $3,000,000is $1,500,000 (December 31, 20072008 - $4,500,000) with$3,000,000) and provides for annual instalments of $1,500,000 plus interest at 5.6% . The promissory note and accrued interest are payable to the former shareholders of Magtech (a 2006 Opta Minerals Inc. acquisition). As a result of the previous shareholdings, the director receives 26.5% of the total payment.

Included in other long-term liabilities is an amount of $1,110,000 representing the estimated contingent consideration pursuant to the acquisition of Bimac. The additional consideration, not to exceed $3,850,000, may be payable based on the achievement of certain pre-determined earnings targets to September 2016. As a result of the previous shareholdings, the director receives 61.7% of any additional consideration payments. During the year ended December 31, 2008, $514,000 (2007 - $526,000) of contingent consideration has been paid.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except insofar as they may be shareholders of the Company or as otherwise disclosed in this Proxy Statement, no person who has been a director or officer of the Company at any time since the beginning of its last completed financial year, any proposed nominee for election as a director of the Company or any associate or affiliate of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee discussed with the independent auditors, Deloitte & Touche LLP, who are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of the Company’s financial reporting, internal control and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61,Communications With Audit Committees, No. 89,“Audit Adjustments” and No. 90“Audit Committee Communications.”

The Committee has discussed with the independent auditors the auditors’ independence from the Company and its management, including matters in the written disclosures and the letter from the independent auditors required by Independent Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1,Independence Discussions Withregarding the auditor’s communications with the Audit Committees.Committee concerning independence. The Committee also has considered whether the provision by the auditors of non-audit professional services is compatible with maintaining the auditors’ independence.

The Committee also discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets periodically with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting, and the Audit Committee has reviewed and discussed the audited financial statements with management.

18

In reliance on the reviews and the discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2008,2009, for filing with the SEC.

This report has been submitted by Victor Hepburn, Cyril Ing and Katrina Houde, all members of the Audit Committee.

The information contained in this Audit Committee report to the Board of Directors shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

PROPOSAL TWO –APPOINTMENT AND REMUNERATION OF AUDITOR

Appointment of Auditors

The shareholders are being asked at the Meeting to pass a resolution reappointing Deloitte & Touche LLP (“Deloitte) as the independent registered public accounting firm and auditor for the Company and authorizing the directors to fix their remuneration for the fiscal year 2009.2010. A representative of Deloitte will attend the Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders in attendance.

Recommendation of the Board of Directors; Vote Required

The Board of Directors recommends that the shareholders vote FOR the appointment of Deloitte who became the Company’s independent auditors in 2008 and FOR authorizing the board of directors to fix their remuneration.In the event that shareholders do not vote to reappoint Deloitte, the Board of Directors will reconsider its selection.

20

This proposal will be approved if a quorum is present at the Meeting and the votes cast in favour of this proposal exceed the votes cast opposing this proposal. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the Meeting, but will have no effect on the results of the vote. The proxies named on the form of Proxy will be votedvote for or against this proposal or as an abstention, in accordance with the instructions specified on the proxy form.forms of Proxy received. If no instructions are given, proxies will be votedvote the shares represented by proxy for approval of the adoption of this proposal.

The Board of Directors recommends that the shareholders vote FOR the appointment of Deloitte who became the Company’s independent auditors in 2008 and FOR authorizing the board of directors to fix their remuneration. In the event that shareholders fail to reappoint Deloitte the Board of Directors will reconsider its selection.

A representative of Deloitte will attend the Meeting and will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders in attendance. During the Company’s fiscal year ended December 31, 2008, the Company was billed the following aggregate fees by Deloitte.

Change of Auditor

The Board of Directors appointed Deloitte as the Company’s independent registered public accounting firm and auditor for the fiscal period ending December 31, 2008 following the resignation of PricewaterhouseCoopers LLP on November 10, 2008. A copy of all of the materials required under U.S. laws relating to a change of auditor to be filed with the SEC are attached hereto as Exhibit B.

Independent Registered Public Accounting Firm Fees

The following table sets forth the aggregate fees paid or payable relating to the audit of the Company’s 20082009 and 20072008 consolidated financial statements and the fees billed for other services including:

 Deloitte   PwCPwC

Fee Category

Fiscal 2008Fiscal 2008Fiscal 2007

 

   

Audit Fees

$1,280,000$705,000$3,874,000

Audit-Related Fees

- -198,000471,000

Tax Fees

207,00091,000371,000

Other Fees

2,026,000507,000150,000

 

   

Total Fees

$3,513,000$1,501,000$4,866,000

19

 DeloitteDeloittePwC
Fee CategoryFiscal 2009Fiscal 2008Fiscal 2008 (1)
    
Audit Fees$1,898,000$1,280,000$705,000
Audit-Related Fees--198,000
Tax Fees49,000207,00091,000
Other Fees12,0002,026,000507,000
    
Total Fees$1,959,000$3,513,000$1,501,000

(1)

PricewaterhouseCoopers LLP (“PwC”) resigned, effective as of November 10, 2008, as the Company’s independent registered public accounting firm, as reported in our Report on Form 8-K filed with the SEC on November 14, 2008. The fees set forth above do not include fees paid to PwC in 2009 for other services as they were not engaged as our auditor at anytime in fiscal 2009.

Fees Paid to Deloitte in 20082009 and PricewaterhouseCoopers (“PwC”) in 20072008

The following describes the services pursuant to which fees were billed to the Company by Deloitte or PwC or accrued by the Company for services rendered during the fiscal years 20082009 and 2007:2008:

Audit Fees:These amounts relate to the annual audit of the Company’s consolidated financial statements included in the Company’s Annual Reports on Form 10-K, annual audits of the effectiveness of the Company’s internal control over financial reporting, reviews of interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and services normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or its engagement for the indicated fiscal year, statutory audits of certain Company’s subsidiaries, and services relating to filings under the Exchange Act. The amounts noted above includedinclude out-of-pocket expenses.

Audit-Related Fees:These amounts relate to assistance on acquisitions or divestitures and other audit-related projects.

Tax Fees:These amounts relate to professional services for tax compliance, tax advice and tax planning. Deloitte fees in 2008 reference above of $207,000 relate to the Company’s subsidiary, Opta Minerals.

All Other Fees:The other fees paid to Deloitte in 2008 relate to work completed in July 2008, prior to the Company’s release of the Annual Report on Form 10K for the fiscal year ended December 31, 2007, and prior to their appointment as the Company’s independent registered public accounting firm in November 2008. The amount relates to services pursuant to the Audit Committee’s engagement of, in early 2008, independent counsel who then engaged Deloitte Financial Advisory Services LLP to help investigate and assess the Fruit Group berry operations accounting practices as well as provide support to the Company’s restated 2007 quarterly financial statements. The other fees paid to PwC in 2008 relate to SEC investigation of which a portion may bewere reimbursed from our insurance provider in fiscal 2009. PwC’s fees in 2007 include work completed in conjunction with the investigation conducted by the Audit Committee to assess the accounting practices and internal controls within the Fruit Group.

Pre-Approval of Audit and Non-Audit Services

The Audit Committee has a policy for the pre-approval of audit and non-audit services that may be provided by the Company’s independent registered public accounting firm. The Committee’s policy is to pre-approve all audit and permissible non-audit services provided by Deloitte prior to the engagement with the exception that management is authorized to engage Deloitte in respect of services to the extent that (a) each individual engagement is not more than $50,000, and (b) the aggregate for all engagements does not exceed $100,000. These services are subsequently approved at the next scheduled Audit Committee meeting. Any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated to its Chair authority to pre-approve proposed audit and non-audit services that arise between Audit Committee meetings, provided that the decision to approve the service is presented at the next scheduled Audit Committee meeting. All audit and non-audit services performed by Deloitte during the fiscal year ended December 31, 20082009 were approved in accordance with this policy. These services have included audit services, audit-related services, tax services and all other fees as described above.

21

Financial Information Systems Design and Implementation Fees

No fees were billed by Deloitte to the Company for professional services described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (financial information systems design and implementation services).

PROPOSAL THREE -

AMENDMENT–AMENDMENT AND RESTATEMENT OF TO THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN TO AUTHORIZE AN INCREASE IN THE NUMBER OF COMMON SHARES TO BE RESERVED FOR THE GRANT OF OPTIONSBY-LAW NO. 14

In May 2003, theProposed Amendments

The Company’s shareholders approved the Employee Stock Purchase Plan (the “Plan”) and authorized 1,000,000 Common Shares to be reserved for the grant of options and subsequent purchase by eligible employees under the Plan. The majority of shares initially reserved under the Plan have nowBy-law No. 14 has not been utilized.amended since 1997. The Board of Directors has assessedtherefore approved an amendment and restatement of By-law No. 14 (the “Amended and Restated By-laws”) to bring them into conformity with changes to the PlanCanada Business Corporation Act (the “Act”) and has concluded that it is an effective tool to encourage eligible employeesadopt certain good corporate governance practices, as well as to investupdate the By-laws for certain administrative items, including the Company’s name change in ownership in the Company and thus recommends its continuance.

As a result, on March 5, 20092003. The amendments do not grant new or additional powers to the Board of Directors amended the Plan, subject to shareholder approval, and authorized 2,000,000 additional Common Shares be reserved for the grant of options under the Plan. These 2,000,000 additional shares, represent approximately 3.0%except those that are otherwise already permitted by law. A blacklined copy of the Company’s outstanding Common SharesAmended and Restated By-laws reflecting the proposed changes to the currently effective By-law No. 14 is attached as of the date ofExhibit A to this Proxy Statement. The following summary describes the most significant amendments that have been proposed; however, we encourage you to read the blacklined copy of the Amended and Restated Bylaws to understand all of the proposed changes.

Amendments Related to the Act

Amendments Related to the Adoption of Certain Corporate Governance Practices

22

Shareholder Resolution

Pursuant to the Act, in order to remain effective, the Amended and Restated By-laws must be confirmed by the shareholders at the meeting of shareholders immediately following their adoption by the Board of Directors. Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass (with or without variation) a resolution confirming the Amended and Restated By-Laws in substantially the following form:

“BE IT RESOLVED THAT an amendment and restatement of By-Law No. 14 of the Company, on a tax-favoured basis. in substantially the form attached as Exhibit A to the Proxy Statement of the Company dated April 14, 2010, be and the same is hereby ratified, confirmed and approved.”

Recommendation of the Board of Directors; Vote Required

The amendment will not become effective until shareholder approval is obtained. Proxies received in favourBoard of management will be votedDirectors recommends that the shareholders vote FOR the approval of the resolution approvingto amend and restate the amendment ofCompany’s Bylaw No. 14.

This proposal will be approved if a quorum is present at the Plan, unlessMeeting and a shareholder has specified in the proxy that his or her common shares are to be voted against the resolution. A majority of the votes cast by shareholders at the Meeting is required to approvevote FOR the amendment and restatement of the Company’s By-Law No. 14. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the Meeting, and will have the effect of votes against the proposal. The proxies named on the form of Proxy will vote for or against this proposal or as an abstention, in accordance with the instructions specified on the forms of Proxy received. If no instructions are given, proxies will vote the shares represented by proxy FOR approval of this proposal.

PROPOSAL FOUR - ADVISORY VOTE ON EXECUTIVE COMPENSATION

Shareholder Engagement Concerning Executive Compensation

The Board of Directors believes that the Company’s compensation policies and procedures are centered on a performance-based culture and are strongly aligned with the long-term interests of our shareholders. The Board of Directors understands that our shareholders have a meaningful interest in our executive compensation policies, and believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board has used to make executive compensation decisions and to have an advisory vote on the Board’s approach to executive compensation. In light of this and as a matter of good corporate governance, the Compensation Committee of the Board of Directors has adopted a policy which is designed to provide the Company’s shareholders an opportunity to engage with the Board of Directors about matters concerning corporate governance and executive compensation.

Pursuant to this “Say on Pay” policy, the shareholders will be asked at the Meeting to cast an advisory vote on the Company’s executive compensation practices described in the “Executive Compensation” section of this Proxy Statement. The Say on Pay advisory vote is intended to ensure an appropriate level of director accountability to the Plan. A copyshareholders of the Company for their compensation decisions by giving shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, for the past, current and future fiscal years.

23

Shareholder Advisory Resolution

“BE IT RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Proxy Statement delivered in advance of the 2010 Annual and Special Meeting of Shareholders.”

As this is an advisory vote, the results will not be binding upon the Board. The Board and the Compensation Committee will, however, consider the results and, as it considers appropriate, review the Company’s approach to executive compensation in the context of shareholders’ specific concerns, as well as in its regular engagement with shareholders on compensation and related matters. The Company will disclose the results of the shareholder advisory vote as a part of its report on vote results for the Meeting.

Recommendation of the Board of Directors; Vote Required

The Board of Directors recommends that the shareholders vote FOR approval of the resolution is attached heretoconcerning the Company’s executive compensation practices.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the Meeting, and will have the effect of votes against the proposal. The proxies named on the form of Proxy will vote for or against this proposal or as Exhibit A.an abstention, in accordance with the instructions specified on the forms of Proxy received. If no instructions are given, proxies will vote the shares represented by proxy FOR approval of this proposal.

20OTHER MATTERS

We also encourage youInterest of Certain Persons in Matters to read, and incorporate by reference herein, certain information regarding our equity compensation plansbe Acted Upon

Except insofar as they may be shareholders of the Company including the Employee Stock Purchase Plan, foundor as otherwise disclosed in Item 5 and the notes to the financial statements filed under Item 8 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission on March 11, 2009. A copythis Proxy Statement, no person who has been a director or officer of the Employee Stock Purchase Plan is incorporated hereinCompany at any time since the beginning of its last completed financial year, any proposed nominee for election as a director of the Company or any associate or affiliate of such persons has any material interest, direct or indirect, by reference to Exhibit Cway of our Definitive Proxy Statement filed with the Securities and Exchange Commission on May 6, 2003.

There are currently 163,302 options outstanding under the Employee Stock Purchase Plan. Options are exercisable for the purchasebeneficial ownership of shares of our common stock. If the amendment to increase the shares reserved for issuance under the Purchase Plan is approved by the shareholders, 2,163,302 shares will be available for future purchase and issuance under the Purchase Plan.

SHAREHOLDERS’ PROPOSALS AND COMMUNICATIONS

All proposals of shareholders intendedsecurities or otherwise, in any matter to be presentedacted upon at the Meeting.

Shareholder Proposals and Communications

Pursuant to Exchange Act Rule 14a-8, for a shareholder to submit proposals for inclusion in the proxy statement and form of proxy for the Company's annual meeting of shareholders in 2010,2011, the proposal must be received atby the Company's head or registered office no later than December 31, 2010. The proposal must be sent to the attention of the Company’s Corporate Secretary, and must comply with all relevant SEC requirements.

Shareholders may recommend a person as a nominee for director by writing to the Secretary of the Company. Recommendations must be received by November 1, 20092010 in order for inclusion ina candidate to be considered for election at the Proxy Statement related to that meeting. The Company's next2011 annual meeting of shareholders is plannedshareholders. Please see “Corporate Governance Committee (Nominations Committee)” in this Proxy Statement for May 2010.information that each notice of nomination should contain.

Shareholders may communicate with the Board of Directors. Communications should be in writing addressed to: SunOpta Inc., 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2 and marked to the attention of the Board of Directors or any of its individual committees or the Chairman of the Board.

OTHER MATTERS

NASDAQ corporate governance rules state that the required quorum for the annual meeting of shareholders cannotAll communications referenced above should be represented by less than 33 1/3% of the outstanding Common Shares as at March 25, 2009. Therefore holders of at least 21,542,656 Common Shares must participate directly or be present by proxydelivered to validate the quorum requirements.

The Company encourages all of its shareholders of record as of March 25, 2009 to participate in the Meeting.

Management of the Company does not know of any matters other than those stated in this Proxy Statement, which are to be presented for action at the Meeting. If any other matters should properly come before the Meeting, proxies will be voted on the other matters in accordance with the best judgement of the persons voting the proxies.is principal executive offices located at 2838 Bovaird Drive West, Brampton, Ontario, Canada L7A 0H2.

The Directors of the Company have approved the contents and the sending of this Proxy Statement.

Incorporation by Reference

The rules of the Securities and Exchange CommissionSEC allow the Company to "incorporate by reference" certain information into this proxy statement,Proxy Statement, which means that the Company can disclose important information to you by referring you to another document the Company is providing to you. This proxy statement incorporates by reference: (1) Item 5 and the notes to the financial statements filed under Item 8, Annual Report on Form 10-K for the fiscal year ended December 31, 20082009 filed with the Securities and Exchange CommissionSEC on March 11, 2009, and (2) Exhibit C, Definitive Proxy Statement filed with the Securities and Exchange Commission on May 6, 2003.2010.

Dated this 3rd day of April, 2009.

By Order of the Board of Directors
\s\ Steven Bromley                                    
Steven Bromley
President and Chief Executive Officer


2124

FORM 10-K
Available Information

The CompanyCompany’s audited annual consolidated financial statements for the fiscal year ended December 31, 2009 and the report of our auditors thereon will be tabled at the Meeting.

We make available, free of charge through the “Investor Relations” portion of our website, the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the 1934 Act as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the SEC. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934 Act are also available through our website. The SEC maintains a website that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website iswww.sec.gov.

We will provide, withoutfree of charge to beneficial owners of Common Shares,our common shares, upon written request, a copy of the Company'sour Annual Report on Form 10-K for the year ended December 31, 20082009 including financial statements and schedules thereto, as filed with the SEC Washington, D.C. and the Ontario Securities Commission, (as the Company’s principal regulator in Canada), Toronto, Ontario.OSC. Written requests should be directed to Susan Wiekenkamp, Information Officer of the Company, 2838 Bovaird Drive West, Brampton, Ontario, Canada, L7A 0H2, or by fax at (905) 455-2529 or by e-mail at susan.wiekenkamp@sunopta.com.

Shareholders should noteCost and Method of Solicitation

We will request fiduciaries, custodians, brokerage houses and similar parties to forward copies of proxy materials to beneficial owners of the common shares, and we will reimburse these parties for their reasonable and customary charges for expenses of distribution.

The Company will bear the cost of preparing, assembling and mailing all proxy materials that may be sent to shareholders in connection with this solicitation. In addition to the Form 10-K, as well as all Form 10-Q’ssolicitation of proxies by the use of mail, officers and press releasesregular employees of the Company can be directly downloaded fromwww.sedar.com,www.edgar.commay solicit proxies without additional compensation, by telephone, fax or frome-mail. The Company does not expect to pay any additional compensation for the Company’s web site atwww.sunopta.com,solicitation of proxies.

22Dated this 14th day of April, 2010

By Order of the Board of Directors

\s\ Steven Bromley                                       
Steven Bromley
President and Chief Executive Officer

25

Exhibit A to Proxy Statement

RESOLUTIONAMENDED AND RESTATED BY-LAW NO. 14

RESOLVED THAT THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN (THE “PLAN”A By-law relating generally to the conduct of the affairs of

STAKE TECHNOLOGY LTD.

SUNOPTA INC.

(hereinafter called the “Company”)

BE AMENDED AS FOLLOWS:IT ENACTEDand it is hereby enacted as a by-law of the Company as follows:

INTERPRETATION

1.1.

The numberIn this by-law, and all other by-laws of Common Shares reserved for issuance under the PlanCompany, unless the context otherwise specifies or requires:


(a)(a)          “Act” means theCanada Business Corporations Act,R.S.C. 1985, c. C-44 as from time to time amended and every statute that may be increased by an additional 2,000,000 common sharessubstituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the Act shall be fixed at 3,000,000 Common Shares;

read as references to the substituted provisions therefor in the new statute or statutes;
  
2.

The(b)

(b)           “Regulations” means the Regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Company to provisions of the PlanRegulations shall be amended accordingly;read as references to the substituted provisions therefor in the new regulations;
(c)(c)           “board” means the board of directors of the Company;
(d)(d)           “articles” shall include articles of incorporation, articles of amendment and restated articles of incorporation and any other definition of “articles” contained in the Act from time to time;
(e)(e)           “Resident Canadian” shall have the same meaning as contained in the Act;
(f)(f)           “by-law” means any by-law of the Company from time to time in force and effect;
(g)(g)           “distributing corporation” means a corporation as so defined in the Act;
(h)(h)           “non-business day” means Saturday, Sunday and any other day that is a holiday as defined in theInterpretation Act(Canada) or in any statute in any jurisdiction in which the Company carries on business;
(i)(i)           all terms which are contained in the by-laws of the Company and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and
(j)(j)           the singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine; and the word “person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons.

SEAL

2.

2.           The corporate seal adopted for the Company shall be such as the board of directors may by resolution from time to time approve. An instrument or agreement executed on behalf of the Company by a director, an officer or an agent of the Company is not invalid merely because the corporate seal is not affixed thereto.

A-1

REGISTERED OFFICE

3.

3.           Until changed in accordance with the Act, the registered office of the Company shall be in the Town ofHalton Hills, in the Province of Ontario and at such address therein as the board may from time to time by resolution determine.

DIRECTORS

4.

4.          Duties and Number. Subject to the Act,thedirectors shall manage the business and affairs of the Company. The board of directors shall consist of the number of directors set out in the articles of the Company or, if the number of directors has since been changed the number of directors in office at the date hereof or, where a minimum and a maximum number is provided for in the articles, such number of directors as shall be determined from time to time by resolution of the directors or shareholders.A majorityAt least twenty-five percent of the directors(or one director if theCompany has less than four directors)shall beresidentResident Canadians and, since. If the Company is a distributing corporationas defined in the Actand any of its outstanding securities are held by more than one person, the Company shallhave at least three directors, at least two ofthe directors shallwhom are notbeofficers or employees of the Company orofany affiliate of the Companyits affiliates.

5.

5.          Term of Office. A director’s term of office (subject to the provisions, if any, of the articles of the Company and to the provisions of the Act) shall be from the date on which he is elected or appointed until the close of annual meeting next following.

6.

6.          Vacation of Office.The office of a director shall ipso facto be vacated: (a) if he becomes bankrupt or suspends payment of his debts generally or compounds with his creditors or makes an authorized assignment or is declared insolvent; (b) if he is found to be a mentally incompetent person or of unsound mind; or (c) subject to the provisions of the Act, if by notice in writing to the Company he resigns his office. Any such resignation shall be effective at the time it is received by the Company or at the time specified in the notice, whichever is later.

Subject to subsections 111(1) and 111(3) of the Act and to the Company’s articles, where a vacancy occurs and a quorum of directors remains in office, whether or not a majority thereof are resident Canadians, a quorum of directors may appoint a qualified person to hold office for the unexpired term of his predecessor.

7.

7.          Election and Removal.Directors shall be electedby the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot. The whole board shall retire at the annual meeting at which the yearly election of directors is to take place but, if qualified, any retiring director shall be eligible for re-election; provided always that the shareholders of the Company may, by ordinary resolution passed at a special meeting of shareholders called for that purpose, remove any director or directors from office and a vacancy created by the removal of a director may be filled at the same meeting of the shareholders at which the director is removed or, if not so filled, in the manner provided in paragraphsevensix of this by-law.

The Company shall adopt a policy regarding the election of directors whereby a director who receives more “withhold” than “for” votes will be deemed to have tendered his or her resignation as a director of the Company.

MEETING OF DIRECTORS

8.

8.          Place of Meeting.Meetings of the board of directors and a committee of directors, if any, may be held at any place.

9.

9.          Notice.A meeting of directors may be convened by the board of directors, the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President if he is a director, a Vice-President who is a director, the Secretary if he is a director or any two directors at any time and the Secretary, when directed or authorized by any of such officers or any two directors, shall convene a meeting of directors. Subject to Subsection 114(5) of the Act the notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 81 of this by-law not less than two days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place; provided always that a director may in any manner and at any time waive notice of a meeting of directors and the attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting and a formal written waiver need not be signed except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Any waiver of notice shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meeting of the board and of committees of the board held while a director holds office.

A-2

For the first meeting of the board of directors to be held immediately following the election of directors by the shareholders or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice to the newly elected or appointed director or directors of such meeting shall be necessary in order to legally constitute the meeting, provided that a quorum of the directors is present.

10.

10.Quorum.Two-fifthsAt least two-thirds of theboardnumber of directors of the Company then in office shallformconstitute a quorum for the transaction of businessand, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors. No; however, if there are fewer than three directors, alldirectors must be present to constitute a quorum. Subject to subsections 111(1), 114(4) and 117(1) of the Act, no business shall be transactedby the directors exceptat a meeting of directorsunlessat which a quorumof the boardis present andamajority ofat which at least twenty-five percent of the directors present areresident CanadiansResident Canadians or, ifthere are fewer than four directors, at least one of the directors present is a Resident Canadian.

If all of the directors of the Company present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such meeting by such means is deemed for the purpose of the Act to be present at that meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.

11.

11.           Voting. Questions arising at any meeting of the board of directors shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting in addition to his original vote shallnothave a second or casting vote.

12.

12.           Resolution in lieu of meeting.Notwithstanding any of the foregoing provisions of this by-law, any bylaw or resolution in writing signed by all the directors entitled to vote on that by-law or resolution at a meeting of the directors or a committee of directors, if any, is as valid as if it had been passed at a meeting of the directors or the committee of directors, if any.

13.

13.           Regular Meetings.The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

14.

14.           Adjourned Meeting.Any meeting of directors or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

REMUNERATION OF DIRECTORS

15.

15.            The remuneration to be paid to the directors shall be such as the board of directors shall from time to time determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Company who is also a member of the board of directors. The directors may also award special remuneration to any director undertaking any special services on the Company’s behalf other than the routine work ordinarily required of a director by the Company and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company. Nothing herein contained shall preclude any director from serving the Company in any other capacity and receiving remuneration therefor.

A-3

SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO SHAREHOLDERS FOR APPROVAL

16.

16.            The board of directors in its discretion may submit any contract, act or transaction for approval, confirmation or ratification at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of Section 120 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Company’s articles or any other bylaw) shall be as valid and as binding upon the Company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.

CONFLICT OF INTEREST

17.

17.             A director or officer who is a party to, or who is a director or officer or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Company shall disclose in writing to the Company or request to have entered in the minutes of the meetings of the directors the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or transaction or proposed contract or transaction shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Company’s business would not require approval by the board or shareholders, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as permitted by the Act. Subject to the provisions of Section 120 of the Act the contract or transaction is not void or voidable if made prior to the board or shareholder approval.

FOR THE PROECTION OF DIRECTORS AND OFFICERS

18.

18.             In supplement of and not by way of limitation upon any rights conferred upon directors by Section 120 of the Act, it is declared that no director shall be disqualified by his office from, or vacate his office by reason of, holding any office or place of profit under the Company or under any body corporate in which the Company shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Company either as vendor, purchaser or otherwise or being concerned in any contract or arrangements made or proposed to be entered into with the Company in which he is in any way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Company or any of its shareholders or creditors for any profit arising from any such office or place of profit; and, subject to the provisions of Section 120 of the Act, no contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Company or any of its shareholders or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship. Notwithstanding the provisions of the Act, every director and officer shall declare any material interest in respect of a material transaction, material contract, proposed material contract or proposed material transaction with the Company or an affiliate of the Company in which such director or officer is in any way directly or indirectly interested and any director shall refrain from voting in respect of such contract, proposed contract or transaction.

19.

19.             Except as otherwise provided in the Act, no director or officer for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act of conformity or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Company shall be employed by or shall perform services for the Company otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Company, the fact of his being a director or officer of the Company shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

A-4

INDEMNITIES TO DIRECTORS AND OFFICERS

20.

20.             Subject to Section 124 of the Act, every director and officer of the Company and his heirs, executors, administrators and other legal personal representatives shall from time to time be indemnified and saved harmless by the Company from and against:

(a)

(a)             any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and

  
3.(b)

Any director and/(b)             all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Company.

The Company shall also indemnify such person in such other circumstances as the Act permits or requires.

INSURANCE

21.

21.             The Company may purchase and maintain insurance for the benefit of any person referred to in paragraph 20 of this by-law against such liabilities and in such amounts as the board may from time to time determine and are permitted by the Act.

OFFICERS

22.

22.            Appointment.The board of directors shall annually or oftener as may be required appoint a President and a Secretary and, if deemed advisable, may annually or oftener as may be required appoint a Chairman of the Board, a Vice-Chairman of the Board, a Managing Director,a President,one or more Vice-Presidents, a Treasurer, one or more Assistant Secretaries and/or one or more Assistant Treasurers. A director may be appointed to any office of the Company but none of the officers except the Chairman of the Board, the Vice-Chairman of the Board and the Managing Director need be a member of the board of directors. Two or more of the aforesaid officers may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. The board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the board of directors.

23.

23.            Remuneration and Removal. The remuneration of the President & CEO and all of his or her direct reports shall be determined from time to time by resolution of the board of directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him from receiving such remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board of directors at any time, with or without case.

24.

24.            Powers and Duties.All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board.

25.

25.            Duties may be delegated.In the case of the absence or inability to act of any officer of the Company except the Managing Director or for any other reason that the board of directors may deem sufficient the board of directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

A-5

26.

26.            Chairman of the Board.The Chairman of the Board, if any, shall, when present, preside at all meetings of the board of directors, the committee of directors, if any, and the shareholders.

27.

27.            Vice-Chairman of the Board.If the Chairman of the Board is absent or is unable or refuses to act, the Vice-Chairman of the Board, if any, shall, when present, preside at all meetings of the board of directors, the committee of directors, if any, and the shareholders.

28.

28.            President. The President shall be the chief executive officer of the Company unless otherwise determined by resolution of the board of directors. The President shall be vested with and may exercise all the powers and shall perform all the duties of the Chairman of the Board and/or Vice-Chairman of the Board if none be appointed or if the Chairman of the Board and the Vice-Chairman of the Board are absent or are unable or refuse to act; provided, however, that unless he is a director he shall not preside as chairman at any meeting of directors or of any committee of directors, if any, or, subject to paragraph 54 of this by-law, at any meeting of shareholders.

29.

29.            Vice-President.The Vice-President of, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence of or inability or refusal to act of the President; provided, however, that a vice-President who is not a director shall not preside as chairman at any meeting of directors or of the committee of directors, if any, or, subject to paragraph 54 of this by-law, at any meeting of shareholders.

30.

30.            Secretary.The Secretary shall give or cause to be given notices for all meetings of the board of directors, a committee of directors, if any, and the shareholders when directed to do so and shall have charge of the minute books of the Company and, subject to the provisions of paragraph 65 of this by-law, of the records (other than accounting records) referred to in Section 20 of the Act.

31.

31.            Treasurer.Subject to the provisions of any resolution of the board of directors, the Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depositary or depositaries as the board of directors may direct. He shall keep or cause to be kept the accounting records referred to in Section 20 of the Act. He may be required to give such bond for the faithful performance of his duties as the board of directors in its uncontrolled discretion may require but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

32.

32.            Assistant Secretary and Assistant Treasurer.The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall respectively perform all the duties of the Secretary and the Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or the Treasurer, as the case may be.

33.

33.            Managing Director.The Managing Director shall be a resident Canadian and shall exercise such powers and have such authority as may be delegated to him by the board of directors in accordance with the provisions of Section 115 of the Act.

34.

34.            General Manager or Manager. The board of directors may from time to time appoint one or more General managers or Managers and may delegate to him or them full power to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the board of directors and/or by the shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or them any lesser authority. A General Manager or Manager shall conform to all lawful orders given to him by the board of directors of the Company and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by a General Manager or Manager shall be subject to discharge by the board of directors.

35.

35.            Agents and Attorneys.The board shall have power from time to time to appoint agents or attorneys for the Company in or outside Canada with such powers of management or otherwise (including the powers to subdelegate) as may be thought fit.

A-6

36.

36.            Fidelity Bonds.The board may require such officers, employees and agents of the Company as the board deemed advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

37.

37.            Vacancies.If the office of any officer of the Company shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the President or the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

BORROWING AND SECURITIES

38.

38.            Borrowing Power.Without limiting the borrowing powers of the Company as set forth in the Act, the board may, without authorization of the shareholders, from time to time:

(a)

(a)             borrow money upon the credit of the Company;

(b)

(b)             issue, reissue, sell or pledge evidences of debt obligations or guarantees of the Company, be, and is hereby authorized for andwhether secured or unsecured;

(c)

(c)             subject to the Act, give a guarantee on behalf of the Company to execute, deliversecure performance of an obligation of any person; and file all such documents, whether under the Corporate Seal of the Company or otherwise, and to do all such acts or things as may be necessary or desirable to give effect to the foregoing.

23

Exhibit B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2008

Commission File No. 0-9989

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada0-9989Not Applicable
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
      (Address of Principal Executive Offices)      

(905) 455-1990
  (Registrant's telephone number, including area code)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

24

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On November 7, 2008 the Company advised PricewaterhouseCoopers LLP (“PwC”), its independent registered public accounting firm, that it had requested and received proposals from other independent registered public accounting firms for the 2008 audit and these proposals were being considered by Company Management and the Audit Committee.

a)

Previous independent registered public accounting firm

  
i)(d)

The Company was(d)            charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently informed on November 10, 2008 that PwC resigned, effective as of November 10, 2008, as the Company’s independent registered public accounting firm. ii) The report of PwC on the Company's consolidated financial statements as of and for eachacquired real or personal, movable or immovable, tangible or intangible property of the fiscal years ended December 31, 2007Company, including book debts, rights, powers, franchises and 2006 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified asundertaking, to uncertainty, audit scope or accounting principles. Notwithstanding the foregoing, PwC performed an "integrated audit" pursuant to standards promulgated by the Public Company Accounting Oversight Board ("PCAOB") to comply with the requirements of Section 404secure any obligation of the Sarbanes-Oxley Act of 2002 and its reports also included opinions on the effectiveness of the Company's internal control over financial reporting. For the fiscal year ended December 31, 2007, PwC reported that, because of the effects of the material weaknesses in the Company's internal control over financial reporting, the Company did not maintain effective internal control over financial reporting as of December 31, 2007.Company.

iii) Nothing in this section limits or restricts the borrowing of money by the Company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Company.

39.

39.            Delegation.The decisionboard may from time to time by resolution delegate to such one or more of PwCthe directors and officers of the Company as may be designated by the board all or any of the powers conferred on the board by paragraph 4 of this by-law or by the Act to resignsuch extent and in such manner as the Company’s independent registered public accounting firm has been discussed withboard shall determine at the Chairmantime of each such delegation.

COMMITTEES

40.

40.            Committee of Directors. The board may appoint a committee of directors, however, designated, and delegate to such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise. A majority of the members of such committee shall be residentCanadians.

41.

41.            Transaction of Business. The powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place.

42.

42.            Audit CommitteeCommittee.Since the Company is a distributing corporation the board shall elect annually from among its number an audit committee to be composed of not fewer than three directors of whom a majority shall not be officers or employees of the Company or its affiliates and at least one will have financial expertise. The audit committee shall have the duties and powers provided in the Act.

43.

43.            Advisory Committees.The board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory only.

44.

44.            Procedure. Unless otherwise determined by the board, each committee shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

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SHAREHOLDERS’ MEETINGS

45.

45.            Annual Meeting. Subject to the provisions of Section 133 of the Act, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine and subject to Section 132 of the Act, the articles and any unanimous shareholder agreement shall be held at any place in or outside Canada as the directors determine or, in the absence of such determination, at the place where the registered office of the Company is located.

Subject to the Act, any person entitled to attend a meeting of shareholders may participate in the meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, if the Company makes available such a communication facility. A person participating in a meeting by such means is deemed for all purposes of the Act and the Chairmanby-laws to be present at the meeting. Subject to the Act, if the directors or the shareholders of the BoardCompany call a meeting of Directorsshareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate simultaneously and instantaneously with each other during the meeting. Subject to the Act, any vote at a meeting of shareholders may be held entirely by means of a telephonic, electronic or other communication facility, if the Company makes available such a communication facility, and any person participating in a meeting of shareholders by means of such facility and entitled to vote at that meeting may vote by means of such facility, provided that any such facility made available by the Company shall enable the votes to be gathered in a manner that permits their subsequent verification and permit the tallied votes to be presented to the Company without it being possible for the Company to identify how each shareholder or group of shareholders voted.

46.

46.            Special Meetings.Special meetings of the Company. iv) During the fiscal years ended December 31, 2007 and 2006 and the subsequent interim period through November 10, 2008:

ExceptAt any meeting unless a ballot is demanded a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

In the event the Chairman of the Board and the Vice-Chairman of the Board are absent and the President is absent or is not a director and there is no Vice-President present who is a director, the persons who are present and entitled to vote shall choose another director as chairman of the meeting and if no director is present or if all the directors present decline to take the chair then the persons who are present and entitled to vote shall choose one of their number to be chairman.

A ballot may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for these matters, there were no reportable eventsa ballot may be withdrawn.

Where two or more persons hold the same share or shares jointly one of those holders present at a meeting of shareholders may, in the absence of the other or others, vote the share or shares but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as described under Item 304(a)(1)(v)one on the share or shares jointly held by them.

55.

Right to Vote. Subject to the provisions of Regulation S-K.

25

The Audit Committee has previously discussed eachthe Act as to authorized representatives of these reportable events with PwC andany body corporate or association, at any meeting of shareholders for which the Company has authorized PwCprepared the list referred to respond fully to any inquiry of the successor accountant concerning the subject matter of each of the reportable events.

v) The Company has provided PwC with a copy of the disclosures the Company is making in response to this Item 4.01. PwC has furnished the Company with a letter dated Nov 14, 2008, addressed to the Securities and Exchange Commission, stating that it agrees with the statements made herein. A copyparagraph 51 of this letterby-law, every person who is filed as Exhibit 16.1named in such list shall be entitled to this Form 8K.

b) New independent registered public accounting firm

Based onvote the recommendation of its Audit Committee,shares shown opposite his name except to theextent that, where the Company has engaged Deloitte & Touche LLPfixed a record date in respect of such meeting pursuant to paragraph 52 of this by-law,such person has transferred any of his shares after such record date and the transferee, having produced properly endorsedcertificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than10 days before the meeting that his name be included in such list. In any such case the transferee shall be entitled to votethe transferred shares at the meeting. At any meeting of shareholders for which the Company has not prepared the list referred to in paragraph 51 of this by-law, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the Company’s independent registered public accounting firm, effective immediately.holder of one or more shares carrying the right to vote at such meeting.

In early 2008A-9

56.

Proxies. Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or an attorney authorized in writing who may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the Audit Committee engaged independent counsel who then engaged Deloitte & Touche LLP to help investigatemeeting in the manner and assess the Fruit Group berry operations accounting practices as well as provide support to the Company’s restated 2007 quarterly financial statements. This work was completedextent authorized and with the authority conferred by the proxy. A proxy shall be in July 2008, prior towriting executed by the release of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Deloitte & Touche LLP have confirmed this prior engagement does not affect their independenceshareholder or his attorney authorized in writing and ability to accept the appointment as the Company’s independent registered public accounting firm.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.

Description

16.1

Letter dated November 14, 2008 from PricewaterhouseCoopers LLP to the Securities & Exchange Commission as to the statements regarding PricewaterhouseCoopers LLP included in this Current Report on Form 8-K.


26

SIGNATURES

Pursuant toshall conform with the requirements of the Act. If the Company is a distributing corporation a proxy appointing a proxyholder ceases to be valid one year from its date.

For the election of directors, the form of proxy shall permit shareholders to specify how their shares are to be voted in respect of each nominee director, as opposed to a slate of nominee directors.

57.

Time for Deposit of Proxies.The board may by resolution specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting or an adjournment thereof by not more than 48 hours exclusive of any part of a non-business day, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Company or an agent thereof specified in such notice or, if no such time is specified in such notice, only if it has been received by the Secretary of the Company or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to be held and for particulars of such proxies to be cabled or telegraphed or sent by telex or in writing before the meeting or adjourned meeting to the Company or any agent of the Company for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The chairman of any meeting of shareholders may, subject to any regulations made as aforesaid, in his discretion accept telegraphic or cable or telex or written communication as to the authority of any person, claiming to vote on behalf of and to represent a shareholder notwithstanding that no proxy conferring such authority has been lodged with the Company, and any votes given in accordance with such telegraphic or cable or telex or written communication accepted by the chairman of the meeting shall be valid and shall be counted.

58.

Adjournment.The chairman of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of thirty days or more in which case subject to subsection 135(4) of the Act notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting for which no notice is required which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

59.

Quorum. Subject to any additional requirements of any stock exchange or quotation system on which the shares of the Company are then listed or quoted for trading, all of the shareholders or two shareholders, whichever number be the lesser, personally present or represented by proxy, shall constitute a quorum of any meeting of any class of shareholders. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of shareholders or within such reasonable time thereafter as the shareholders present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of paragraph 58 of this by-law with regard to notice shall apply to such adjournment.

60.

Resolution in lieu of meeting. Notwithstanding any of the foregoing provisions of this by-law a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is, subject to Section 142 of the Act, as valid as if it had been passed at a meeting of the shareholders.

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SHARES

61.

Allotment and Issuance. Subject to the provisions of Section 25 of the Act and any unanimous shareholder agreement, shares in the capital of the Company may be allotted and issued by resolution of the board of directors at such time and on such terms and conditions and to such persons or class or classes of persons as the board of directors determines provided that no share shall be issued until it is fully paid as provided by the Act.

62.

Certificates.Share certificates and the form of stock transfer power on the reverse side thereof shall (subject to Section 49 of the Act) be in such form as the board of directors may by resolution approve and such certificates shall be manually signed by the Chairman of the Board or the Vice-Chairman of the Board or the President or a Vice-President and the Secretary or an Assistant Secretary holding office at the time of signing and need not be under corporate seal.

The signature of the Chairman of the Board,, the Vice-Chairman of the Board, the President or a Vice-President may be printed, engraved, lithographed or otherwise mechanically reproduced upon certificates for the shares of the Company. Certificates so signed shall be deemed to have been manually signed by the Chairman of the Board, the Vice-Chairman of the Board, the President or a Vice-President whose signature is so printed, engraved, lithographed or otherwise mechanically reproduced thereon and shall be as valid to all intents and purposes as if they had been signed manually. Where the Company has a appointed a registrar, transfer agent or branch transfer agent or other authenticating agent for the shares (or for the shares of any class or classes) of the Company the signature of the Secretary or Assistant Secretary may also be printed, engraved, lithographed or otherwise mechanically reproduced on certificates representing the shares (or the shares of any class or classes in respect of which any such appointment has been made) of the Company and when manually countersigned by or on behalf of a registrar, transfer agent or branch transfer agent or other authenticating agent such certificates so signed shall be as valid to all intents and purposes as if they had been manually signed by the aforesaid officers. A share certificate containing the signature of a person which is printed, engraved, lithographed or otherwise mechanically reproduced thereon may be issued notwithstanding that the person has ceased to be an officer of the Company and shall be as valid as if he were an officer at the date of its issue.

63.

Commissions.The board may from time to time authorize the Company to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Company, whether from the Company or from any other person, or procuring or agreeing to procure purchasers for any such shares.

TRANSER OF SECURITIES

64.

Registration of Transfers. Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board. Certificates representing shares to be transferred shall be surrendered and cancelled.

65.

Transfer Agent and Registrar. The directors may from time to time by resolution appoint or remove one or more transfer agents and/or branch transfer agents and/or registrars and/or branch registrars (which may or may not be the same individual or body corporate) for the securities issued by the Company in registered form (or for such securities of any class or classes) and may provide for the registration of transfers of such securities (or such securities of any class or classes) in one or more places and such transfer agents and/or branch transfer agents and/or registrars and/or branch registrars shall keep all necessary books and registers of the Company for the registering of such securities (or such securities of the class or classes in respect of which any such appointment has been made). In the event of any such appointment in respect of the shares (or the shares of any class or classes) of the Company, all share certificates issued by the Company in respect of the shares (or the shares of the class or classes in respect of which any such appointment has been made) of the Company shall be countersigned by or on behalf of one of the said transfer agents and/or branch transfer agents and by or on behalf of one of the said registrars and/or branch registrars, if any. One person may be designated both registrar and transfer agent.

66.

Securities ExchangeRegisters. The securities register and the register of transfers of the Company shall be kept at the registered office of the Company or at such other office or place in Ontario as may from time to time be designated by resolution of the board of directors and a branch register or registers of transfers may be kept at such office or offices of the Company or other place or places, either within or outside Ontario, as may from time to time be designated by resolution of the directors.

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67.

Surrender of Certificates. No transfer of shares shall be recorded or registered unless or until the certificate representing the shares to be transferred has been surrendered and cancelled.

68.

Non-recognition of Trusts.Subject to the provisions provided by the Act, the Company may treat as absolute owner of 1934,any share the registrantperson in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Company’s records or on the share certificate.

69.

Shareholder indebted to the Company. Subject to subsection 49(8) of the Act, if the articles of the Company provide that the Company has a lien on a share registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Company, then by way of enforcement of such lien the directors may refuse to permit the registration of a transfer of such share, and the directors of the Company may apply any dividends or other distributions paid or payable on or in respect of the share or shares in respect of which the Company has such a lien in repayment of the debt of the shareholder to the Company.

70.

Replacement of Share Certificates.The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding $3.00, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

71.

Joint Shareholders.It two or more persons are registered as joint holders of any share, the Company shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to ne of such person shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such shares.

72.

Deceased Shareholders.In the event of the death of a holder, or of one of the joint holders, of any share , the Company shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Company and its transfer agent.

73.

The directors may from time to time by resolution declare and the Company may pay dividends on the issued and outstanding shares in the capital of the Company subject to the provisions (if any) of the articles of the Company.

74.

Dividend Cheques.A dividend payable in cash shall be paid by cheque drawn on the Company’s bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Company is required to and does withhold.

75.

Non-receipt of Cheques.In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Company shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title s the board may from time to time prescribe, whether generally or in any particular case.

76.

Record Date for Dividends and Rights.The board may fix in advance a date, preceding by not more than5060 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Company, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than seven days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Company shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

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77.

Unclaimed Dividends.Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company.

VOTING SHARES AND SECURITIES IN OTHER COMPANIES

78.

All of the shares or other securities carrying voting rights of any other body corporate held from time to time by the Company may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such other body corporate and in such manner and by such person or persons as the board or directors of the Company shall from time to time determine. The proper signing officers of the Company may also form time to time execute and deliver for and on behalf of the Company proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board of directors.

INFORMATION AVAILABLE TO SHAREHOLDERS

79.

Except as provided by the Act, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Company's business which in the opinion of the directors it would be inexpedient in the interests of the Company to communicate to the public.

80.

The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Company except as conferred by statute or authorized by the board of directors or by a resolution of the shareholders.

NOTICES

81.

Service.Any notice or other document required by the Act, the Regulations, the articles or the by-laws to be sent to any shareholder or director or to the auditor shall be delivered personally or sent by prepaid mail or by prepaid transmitted or recorded communication to any such shareholder at his latest address as shown in the records of the Company or its transfer agent and to any such director at his latest address as shown in the records of the Company or the most recent notice filed under the Act, whichever is the most current and to the auditor at his business address. If a notice or document is sent to a shareholder by prepaid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the shareholder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder until he informs the Company in writing of his new address. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

82.

Shares registered in more than one name.All notices or other documents with respect to any shares registered in more than one name shall be given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficiently given to all the holders of such shares.

83.

Persons becoming entitled by operation of law.Subject to Section 51 of the Act every person who by operation of law, transfer or any other means whatsoever shall become entitled to any share or shares shall be bound by every notice or other document in respect of such share or shares which, previous to his name and address being entered in the records of the Company, shall be duly causedgiven to the person or persons from whom he derives his title to such share or shares.

84.

Deceased Shareholders.Subject to Section 51 of the Act any notice or other document delivered or sent by post, prepaid transmitted, recorded communication or left at the address of any shareholder as the same appears in the records of the Company shall, notwithstanding that such shareholder be then deceased, and whether or not the Company has notice of his decease, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with any other person or persons) until some other person be entered in his stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his heirs, executors or administrators and on all persons, if any, interested through him or with him in such shares.

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85.

Signature to notices. The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

86.

Proof of Service. A certificate of the Chairman of the Board (if any), the President, a Vice-President, the Secretary or the Treasurer or of any other officer of the Company in office at the time of the making of the certificate or of a transfer officer or any transfer agent or branch transfer agent of shares of any class of the Company as to the facts in relation to the mailing or delivery of any notice or other document to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Company as the case may be.

87.

Computation of Time. Subject paragraph 9 of this reportby-law, in computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event both the date of giving the notice and the date of the meeting or other event shall be excluded.

88.

Omissions and Errors. The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise found thereon.

89.

Waiver of Notice. Any shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee of the board may at any time waive notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

EXECUTION OF INSTRUMENTS

90.

Contracts, documents or instruments in writing requiring the signature of the Company may be signed by:

(a)

the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President or a Vice-President and the Secretary or the Treasurer, or

(b)

any two directors;

and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers, or any person or persons, on behalf of the Company either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal of the Company, if any, may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors but any such contract, document or instrument is not invalid merely because the corporate seal, if any, is not affixed thereto.

The term “contracts, documents or instruments in writing’ as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.

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In particular without limiting the generality of the foregoing:

the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President or a Vice-President and the Secretary or the Treasurer, or

any two directors

shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Company and to sign and execute (under the seal of the Company or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

All cheques, drafts, or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers, director or directors or other person or persons, whether or not officers or directors of the Company, and in such manner as the board may from time to time designate by resolution.

The signature or signatures of the Chairman of the Board, the Vice-Chairman of the Board, the Managing Director, the President, a Vice-President, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer or any director of the Company and/or of any other officer of officers, person or persons, appointed as aforesaid by resolution of the board of directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any contracts, documents or instruments in writing or bonds, debentures or other securities of the Company executed or issued by or on behalf of the Company and all contracts, documents or instruments in writing or bonds, debentures or other securities of the Company on which the signature or signatures of any of the foregoing officers of persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the directors shall be deemed to have been manually signed by such officers or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they have been signed manually and notwithstanding that the officers or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or bonds, debentures or other securities of the Company.

FINANCIAL YEAR

91.

The financial year of the Company shall terminate on such date in each year as the directors may from time to time by resolution determine.

COUNTERPARTS

92.

Any Resolution of the Board of Directors or of the shareholders of the Company permitted to be signed in writing may be signed in one or more counterparts and each of such counterpart shall be taken together and constitute a single document.

CORPORATE OPPORTUNITIES

93.

For the purpose of this section the following terms shall have the following meanings:

(a)

“Fiduciary” shall mean any director, officer or employee of the Company owing a fiduciary duty to the Company;

(b)

“Corporate opportunity(ies)” means those opportunities presented to a fiduciary in his capacity as a person associated with the Corporation; that is to say, if not for his position in the Company he would have not have received the opportunity;

(c)

“Personal opportunity(ies)” means all opportunities other than corporate opportunities.

A fiduciary is allowed to retain those opportunities presented to him as personal opportunities and to allocate such personal opportunities at his own discretion. No obligation shall exist on the part of a fiduciary to disclose to the Company, its Board of Directors or its shareholders of any personal opportunities presented to him. Should a corporate opportunity come to the knowledge of a fiduciary and at a meeting of the Board of Directors the directors of the Company have an opportunity in relation to the Company’s own present state of development and/or finances and such fiduciary declares his interest in the said corporate opportunity and if entitled to vote refrains from voting at the said meeting and the Board of Directors on behalf byof the undersigned hereunto duly authorized.Company determines it shall participate but to such an extent that the corporate opportunity is not fully taken up, then the fiduciary will be permitted in such circumstances to treat the said corporate opportunity as a person opportunity to the extent the Company either rejects the opportunity or participates therein to less than the full extent available.

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REPEAL

93.

94.            All previous by-laws of the Company are repealed as of the coming into force of this by-law provided that such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privileges, obligation or liability acquired or incurred under or the validity of any contract or agreement made pursuant to any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or board of directors with continuing effect passed under repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law or until amended or repealed.

ENACTEDAMENDED AND RESTATED this17th• day ofJune•,1997.2010.

WITNESSthe corporate seal of the Company.

SUNOPTA INC.

By

/s/ Benjamin Chhiba                                  
Benjamin Chhiba
Vice

C.S.
President and General Counsel and
Secretary

Date               

November 14, 2008

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General/Documents/Proposed By-law Amendments/SunOpta By-law
(Current).doc
DescriptionSunOpta By-law (Current)

Document 2 ID
file://S:/Clients/Clients S - Z/SunOpta Inc/204873 -
General/Documents/Proposed By-law Amendments/SunOpta By-law 14
(Proposed Revisions)v.2.doc
DescriptionSunOpta By-law 14 (Proposed Revisions)v.2
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A-17

2838 Bovaird Drive W.
Brampton, ON Canada L7A 0H2
T: (905) 455 1990
F: (905) 455 2529
www.sunopta.com

April 22, 200929, 2010

CERTIFICATE OF MAILING

TO WHOM IT MAY CONCERN:

This is to verify that on or about April 22, 200929, 2010 the materials for the Annual and Special Meeting of Shareholders of SunOpta Inc. to be held at 4 p.m. on May 14, 200927, 2010 were sent to every shareholder of record on April 22, 200929, 2010 and to all the Directors of the Company.

Yours truly,

/s/Eric Davis

Eric Davis
Vice President,
Chief Financial Officer


INSTRUCTIONS

1.

You have the right to appoint a different person or company (with appropriate documentation) of your choice, who need not be a shareholder, to attend and act on your behalf at the Annual and Special Meeting of SunOpta Inc. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). The common shares represented by this form of proxy may be voted in the discretion of the proxyholder with respect to amendments or variations to the matters identified in the notice of meeting and with respect to other matters that may properly be brought before the meeting.

2.

If the common shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual, documentation evidencing your power to sign this form of proxy with signing capacity stated may be required.

3.

This instrument of proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and delivered to the attention of Proxy Tabulation, P.O. Box 2800, STN LCD Malton, Mississauga, ON, L5R 4G5, by 4:00 p.m. E.D.T., on Tuesday, May 12, 2009 or by delivering it to the Chairman of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting.

4.

In order to expedite your vote, you may use a touch-tone telephone or the Internet. To vote by telephone, call toll free 1-800-474-7493 (English) or 1-800-474-7501 (French). You will be prompted to provide your 12-digit number located on the reverse of this form. The telephone or Internet voting service is not available on the day of the meeting and the telephone system cannot be used if you plan to attend the meeting or designate another person to attend on your behalf.

To vote via the Internet, go to www.proxyvote.com and follow the simple instructions.

You may send your completed and signed Proxy by facsimile to 905-507-7793 or 514-281-8911.

5.

The form of proxy should be signed in the exact manner as the name appears on the form of proxy.

6.

If the form of proxy is not dated, it will be deemed to bear the date on which it was mailed to the holder.

7.

Proxy will be voted as directed. If no voting preferences are indicated on the reverse, this form of proxy will be voted as recommended by the Management of SunOpta Inc.

8.

This proxy is solicited by the Management of SunOpta Inc. for use at the Annual and Special Meeting of Shareholders.