This Management’s Discussion and Analysis (“MD&A”) of Rogers Sugar Inc.’s (“Rogers”) audited consolidated financial statements for the years ended September 28, 2013 and September 29, 2012 should be read in conjunction with the audited consolidated financial statements and related notes for the years ended September 28, 2013 and September 29, 2012. 

All financial information contained in this MD&A and audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).The 2009 and previous Rogers’s consolidated financial statements were prepared in accordance with previous Canadian Generally Accepted Accounting Principles. For more information regarding the conversion to IFRS, refer to the September 29, 2012 MD&A and audited consolidated financial statements.All amounts are in Canadian dollars unless otherwise noted, and the term “dollar”, as well as the symbols “$”, designate Canadian dollars unless otherwise indicated. 

Rogers’s audited consolidated financial statements have been approved by its Board of Directors upon the recommendation of its audit committee prior to release.This MD&A is dated November 14, 2013. 

Additional information relating to Rogers and Lantic Inc., including the Annual Information Form, Quarterly and Annual reports and supplementary information is available on the Rogers’s website at www.rogerssugar.com or on the SEDAR website at www.sedar.com. 

## NON-GAAP MEASURES 

In analyzing the results, we supplement the use of financial measures that are calculated and presented in accordance with IFRS with a number of non-GAAP financial measures.A non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that excludes (includes) amounts, or is subject to adjustments that have the effect of excluding (including) amounts, that are included (excluded) in most directly comparable measures calculated and presented in accordance with IFRS. Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with the non-GAAP financial measures of other companies having the same or similar businesses.We strongly encourage investors to review the audited consolidated financial statements and publicly filed reports in their entirety, and not to rely on any single financial measure. 

We use these non-GAAP financial measures in addition to, and in conjunction with, results presented in accordance with IFRS.These non-GAAP financial measures reflect an additional way of viewing aspects of the operations that, when viewed with the IFRS results and the accompanying reconciliations to corresponding IFRS financial measures, may provide a more complete understanding of factors and trends affecting our business. 

In the MD&A, we discuss the non-GAAP financial measures, including the reasons why we believe these measures provide useful information regarding the financial condition, results of operations, cash flows and financial position, as applicable. 

We also discuss, to the extent material, the additional purposes, if any, for which these measures are used. Reconciliations of non-GAAP financial measures to the most directly comparable IFRS financial measures are also contained in this MD&A. 

