MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024 AND 2023

This Management’s Discussion and Analysis (“MD&A”) contains information about the performance and financial position of Superior Plus Corp. (“Superior”) as at and for three and twelve months ended December 31, 2024 and 2023, as well as forward-looking information about future periods. The information in this MD&A is current to February 26, 2025, and should be read in conjunction with Superior’s audited consolidated financial statements and notes thereto as at and for the year ended December 31, 2024 and 2023.

The accompanying audited consolidated financial statements of Superior were prepared by and are the responsibility of Superior’s management. Superior’s audited consolidated financial statements as at and for the three and twelve months ended December 31, 2024 and 2023 were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

All financial amounts in this MD&A are expressed in millions of United States dollars except where otherwise noted. All tables are for the three and twelve months ended December 31 of the period indicated, unless otherwise stated. This MD&A includes forward-looking statements and assumptions. See “Forward-Looking Information” for more details.

Non-GAAP Financial Measures

Throughout the MD&A, Superior has used the following terms that are not defined under IFRS, which are used by management to evaluate the performance of Superior and its businesses: Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) from operations, Adjusted EBITDA, Operating Costs, Net Debt, Leverage Ratio, Pro Forma Adjusted EBITDA, 2023 Pro Forma Adjusted EBITDA and Adjusted Gross Profit. These measures may also be used by investors, financial institutions and credit rating agencies to assess Superior’s performance and ability to service debt. Non-GAAP financial measures do not have standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP and other financial measures are clearly defined, explained and reconciled to their most directly comparable measure presented in the (primary) financial statements. Except as otherwise indicated, these Non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific items may only be relevant in certain periods.

The intent of using Non-GAAP financial measures is to provide additional useful information to investors and analysts; the measures do not have standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP financial measures differently. See “Non-GAAP Financial Measures and Reconciliations” for more information about these measures.

Forward-Looking Information

Certain information included herein is forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results (including those in the area of risk management), economic or market conditions, and the outlook of or involving Superior and its businesses. Such information is typically identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “plan”, “forecast”, “future”, “outlook”, “guidance”, “may”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes.

Forward-looking information in this document includes: future financial position, consolidated and business segment outlooks, 2025 expected Adjusted EBITDA guidance including the impact of Superior Delivers, the markets for our products and our financial results, expected Leverage ratio, business strategy and objectives, development plans and programs, organic growth, weather, commercial demand in Canada and the U.S., product pricing and sourcing, volumes and pricing, wholesale propane market fundamentals, exchange rates, expected synergies from acquisitions, expected seasonality of demand, long-term incentive plan accrual estimates and future economic conditions.

Forward-looking information is provided for the purpose of providing information about management’s expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third-party industry analysts and other third-party sources, and the historic performance of Superior’s businesses. Such assumptions include no material divestitures, anticipated financial performance, current business and economic trends, the amount of future dividends paid by Superior, business prospects, utilization of tax basis, regulatory developments, average Mobile Storage Unit “MSU” base, impacts of cost-saving initiatives, currency exchange, inflation and interest rates, future commodity prices relating to the oil and gas industry including the impact of tariffs if implemented, future oil rig activity levels in the U.S. and Western Canada, trading data, cost estimates, our ability to obtain financing on acceptable terms and statements regarding net working capital and capital expenditure requirements of Superior, the assumptions set forth under the “Financial Outlook” sections in this MD&A. Superior cautions that such assumptions could prove to be incorrect or inaccurate. The forward-looking information is also subject to the risks and uncertainties set forth below.

The forward-looking information is also subject to the risks and uncertainties set forth below. By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond our control, Superior’s actual performance and financial results may vary materially from those estimates and expectations contemplated, expressed or implied in the

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

forward-looking information. These risks and uncertainties include risks relating to incorrect assessments of value when making acquisitions, failure to realize expected cost-savings, increases in debt service charges, colder average weather than anticipated, the loss of key personnel, fluctuations in foreign currency and exchange rates, fluctuations in commodity prices including the potential impact of tariffs being enacted, increasing rates of inflation, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, reduced customer demand, operational risks involving our facilities, force majeure, labour relations matters, our ability to access external sources of debt and equity capital, and the risks identified in (i) this MD&A under "Risk Factors to Superior" and (ii) Superior's most recent Annual Information Form. The preceding list of assumptions, risks and uncertainties is not exhaustive.

When relying on Superior's forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this document and, except as required by law, Superior does not undertake to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information.

Overview of Superior and Basis of Presentation

Superior consists of the following four reportable segments: U.S. Retail Propane Distribution ("U.S. Propane"), Canadian Retail Propane Distribution ("Canadian Propane"), North American Wholesale Propane Distribution ("Wholesale Propane") and the Compressed Natural Gas Distribution segment ("CNG") through Certarus Ltd. ("Certarus"). The U.S. Propane segment distributes propane gas and liquid fuels primarily in the Eastern United States and California; and, to a lesser extent, the Midwest to residential and commercial customers. The Canadian Propane segment distributes propane gas and liquid fuels across Canada to residential and commercial customers. The Wholesale Propane segment distributes propane gas and other natural gas liquids across Canada and the U.S. to wholesale customers and supplies the majority of propane gas required by the Canadian Propane segment and a portion of the propane gas required by the U.S. Propane segment. The CNG segment is a comprehensive low carbon energy solution provider engaged primarily in the business of transporting and selling compressed natural gas and renewable natural gas and to a lesser extent hydrogen for large-scale industrial and commercial customers in the United States and Canada. Superior acquired all the issued and outstanding shares of Certarus on May 31, 2023.

Effective January 1, 2024, Superior elected to change its presentation currency from Canadian dollars to U.S. dollars. The Company applied the change to a U.S. dollar presentation currency retrospectively and restated the comparative 2023 financial information as if the U.S. dollar had been used as the reporting currency. Amounts denominated in Canadian dollars are denoted with "C$" immediately prior to the stated amount. In addition, Superior now reports sales volumes for the Propane distribution segments in millions of U.S. gallons instead of litres using the conversion rate of 3.785 litres to a gallon.

During the year, US Propane divested certain non-strategic assets in Minnesota for net proceeds of $11.3 million (the "Minnesota Divestiture"). In the prior year US Propane divested certain heating oil assets for net proceeds of $17.3 million (the "Distillate Divestiture") and Canadian Propane divested eight retail propane locations in Northern Ontario as part of the Certarus acquisition for net proceeds of $27.3 million (the "Northern Ontario Divestiture"). See Note 3 of the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023 for more details.

HIGHLIGHTS

Superior's fourth quarter Adjusted EBITDA$^{(1)}$ was $159.2 million, a decrease of $3.1 million from the prior year quarter Adjusted EBITDA$^{(1)}$ of $162.3 million. Adjusted EBITDA$^{(1)}$ per share was $0.58 which was consistent with the prior year quarter.
Achieved 2024 Adjusted EBITDA$^{(1)}$ of $455.5 million an increase 10% compared to the prior Adjusted EBITDA. Adjusted EBITDA per share increased 3% from $1.60 per share in 2023 to $1.64 per share in 2024.
The CNG segments Adjusted EBITDA grew 7% to $148.2 million compared to pro-forma Adjusted EBITDA of $138.0 million in the prior year.
Full-year 2025 Adjusted EBITDA expected to be up ~8% compared to 2024 Adjusted EBITDA of $455.5 million, primarily due to the implementation of Superior Delivers, continued growth in the CNG segment and the assumption of normal weather.
In the fourth quarter of 2024 Superior reduced the quarterly dividend from C$0.18 per share to C$0.045 per share and redirected the cash savings to repurchase shares. Superior repurchased ~10.2 million common shares during the fourth quarter and an additional ~3.0 million as of February 25, 2025 representing ~5.5% of the total common shares.
Superior's Leverage ratio$^{(1)}$ of 4.1x as at December 31, 2024 an increase from 3.9x as at December 31, 2023.

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

Full year Net Loss of $17.9 million compared to net earnings of $57.6 million in the prior year due primarily to an unrealized loss on derivatives during the year compared to an unrealized gain in the prior year, the impact of lower earnings in the propane segments partially offset by the full year impact of the CNG segment.

(1) These amounts are Non-GAAP financial measures and/or Non-GAAP ratios, see “Non-GAAP financial measures and reconciliations” on page 33 for more information.

FINANCIAL RESULTS

The following summary contains certain Non-GAAP financial information. See “Non-GAAP Financial Measures and Reconciliations” on page 30 for more information about these measures.

Summary of Adjusted EBITDA
	Three Months Ended			Years Ended
	December 31			December 31
(millions of dollars, except per share amounts)	2024	2023	2024	2023
U.S. Propane Adjusted EBITDA (1)	85.2	84.1	218.5	223.3
Canadian Propane Adjusted EBITDA (1)	29.7	37.0	82.3	99.0
Wholesale Propane Adjusted EBITDA (1)	10.5	12.1	32.2	47.0
CNG Adjusted EBITDA (1,4)	39.2	34.7	148.2	70.5
Adjusted EBITDA from operations (1)	164.6	167.9	481.2	439.8
Corporate operating costs (1)	(5.4)	(5.6)	(25.7)	(25.1)
Adjusted EBITDA (1)	$159.2	$162.3	$455.5	$414.7
Adjusted EBITDA per share (1)(2)	$0.58	$0.58	$1.64	$1.60
Adjusted EBTDA per share (1)(2)	$0.49	$0.49	$1.27	$1.25
Dividends declared per common share	C$0.045	C$0.18	C$0.585	C$0.72
Volumes
U.S. Propane (millions of gallons)	109	115	345	382
Canadian Propane (millions of gallons)	79	81	267	292
Wholesale Propane (millions of gallons) (3)	105	108	357	388
CNG (thousands of million British thermal units "MMBtu")	7,305	6,140	29,407	13,846
Leverage ratio (1)			4.1x	3.9x
Capital expenditures	42.8	70.9	160.4	148.4
Proceeds on dispositions	(2.6)	(46.9)	(18.3)	(53.5)
Investment in leased assets	8.2	10.3	29.0	42.4
Net earnings (loss) for the period	4.2	57.8	(17.9)	57.6
Net (loss) earnings per share attributable to Superior - basic and diluted	($0.00)	$0.20	($0.15)	$0.17

(1) These amounts are Non-GAAP financial measures and/or Non-GAAP ratios, see “Non-GAAP financial measures and reconciliations” on page 30 for more information.

(2) The weighted average number of shares outstanding for the three months ended and year ended December 31, 2024 was 275.2 million and 277.7 million respectively (three months ended and year ended December 31, 2023 was 278.6 million and 259.0 million respectively). The weighted average number of shares assumes the exchange of the issued and outstanding preferred shares into common shares. There were no other dilutive instruments for the three months and year ended December 31, 2024 and 2023.

(3) Represents sales to third-parties and excludes sales volumes to the Canadian and U.S. Propane segments.

(4) CNG Adjusted EBITDA for the year ended December 31, 2023 is from the date of acquisition on May 31, 2023.

(5) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the

Superior Plus Corp.

2024 Annual and Fourth Quarter Results

year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/

Results for the year ended December 31, 2024

Adjusted EBITDA for the year ended December 31, 2024 was $455.5 million, an increase of $40.8 million or 10% compared to the prior comparable period. Adjusted EBITDA of $414.7 million. The increase is due to higher. Adjusted EBITDA from operations and partially offset by marginally higher corporate costs. Adjusted EBITDA from operations increased by $41.4 million compared to the prior year primarily due to full year of earnings of the CNG segment in the current year compared to the prior year, partially offset by lower. Adjusted EBITDA from operations in the propane distribution segments.

CNG Adjusted EBITDA was $148.2 million, an increase of $77.7 million primarily due to the impact of the comparative figures only representing earnings from May 31, 2023 to December 31, 2023 and to a lesser extent the impact of a higher MSU base partially offset by the impact of lower margins.

U.S. Propane Adjusted EBITDA was $218.5 million, a decrease of $4.8 million or 2% primarily due to the impact of warmer weather on sales volumes and the impact of the Distillate and to a lesser extent the Minnesota divestitures partially offset by higher average unit margins.

Canadian Propane Adjusted EBITDA was $82.3 million, a decrease of $16.7 million or 17% primarily due to the impact of the Northern Ontario Divestiture and lower sales volumes partially offset by higher average unit margins.

Wholesale Propane Adjusted EBITDA was $32.2, a decrease of $14.8 million or 31% primarily due to weaker market differentials compared to the prior year, decreased sales demand due to weaker market conditions in the West and the impact of warm weather.

Corporate operating costs were $25.7 million compared to $25.1 million in the prior comparable period. The increase is due to higher incentive plan costs in the current period as a result of hedge losses that were not proportionally offset by incentive cost reductions due to hedge ineffectiveness partially offset by the impact of management onboarding costs incurred in the prior year related to the change in senior management.

Results for the three months ended December 31, 2024

Adjusted EBITDA for the three months ended December 31, 2024 was $159.2 million, a decrease of $3.1 million or 2% compared to the prior year quarter. Adjusted EBITDA of $162.3 million. The decrease is primarily due to lower. Adjusted EBITDA from operations. Adjusted EBITDA from operations decreased by $3.3 million compared to the prior year quarter primarily due to lower. Adjusted EBITDA in Canadian Propane and to a lesser extent Wholesale Propane partially offset by higher. Adjusted EBITDA related to CNG and to a lesser extent US Propane. Corporate costs were consistent with the prior year quarter.

Canadian Propane Adjusted EBITDA was $29.7 million, a decrease of $7.3 million or 20% primarily due to the timing of carbon credit sales, the impact of the Northern Ontario Divestiture in the prior year and lower sales volumes.

Wholesale Propane Adjusted EBITDA was $10.5 million, a decrease of $1.6 million or 13% primarily due to weaker market differentials and lower sales volumes.

CNG Adjusted EBITDA was $39.2 million, an increase of $4.5 million or 13% primarily due to the impact of a higher average MSU asset base compared to the prior year quarter and operating efficiencies partially offset by pricing pressures from increased competition mainly in the oil and gas segment.

Superior Plus Corp.
4
2024 Annual and Fourth Quarter Results

U.S. Propane Adjusted EBITDA was $85.2 million, an increase of $1.1 million or 1% primarily due to higher unit margins partially offset by lower sales volumes and the impact of the Distillate and Minnesota Divestitures.

Corporate operating costs were $5.4 million compared to $5.6 million in the prior year quarter. The impact of higher incentive plan costs in the current period as a result of hedge losses that were not proportionally offset by incentive cost reductions due to hedge ineffectiveness partially offset by the impact of an insurance provision recorded in the prior year.

RESULTS OF SUPERIOR’S OPERATING SEGMENTS

Superior’s operating segments consists of U.S. Propane, Canadian Propane, Wholesale Propane, CNG and Corporate.

U.S. PROPANE

U.S. Propane’s operating results:

	Three Months Ended		Years Ended
	December 31		December 31
(millions of dollars)	2024	2023	2024	2023
Revenue	323.3	334.6	1,037.4	1,182.6
Cost of Sales	(140.3)	(151.0)	(462.4)	(568.2)
Gross profit	183.0	183.6	575.0	614.4
Realized (loss) gain on derivatives related to commodity risk management(1)	(0.9)	(2.8)	1.6	(21.4)
Adjusted gross profit(2)	182.1	180.8	576.6	593.0
SD&A	(123.0)	(124.3)	(483.3)	(504.4)
Add back (deduct):
Amortization and depreciation included in SD&A(3)	28.8	31.6	118.3	130.5
Transaction, restructuring and other costs(3)	0.3	2.8	5.6	11.6
Loss (gain) on disposal of assets and impairment(3)	(3.0)	(6.8)	1.3	(7.4)
Operating costs(2)	(96.9)	(96.7)	(358.1)	(369.7)
Adjusted EBITDA(2)	85.2	84.1	218.5	223.3
Add back (deduct):
Loss (gain) on disposal of assets and impairment(3)	3.0	6.8	(1.3)	7.4
Transaction, restructuring and other costs(3)	(0.3)	(2.8)	(5.6)	(11.6)
Amortization and depreciation included in SD&A(3)	(28.8)	(31.6)	(118.3)	(130.5)
Unrealized (loss) gain on derivative financial instruments	6.1	(7.2)	6.3	17.5
Finance expense	(1.3)	(2.6)	(6.0)	(7.5)
Earnings before income tax	63.9	46.7	93.6	98.6

(1) Realized gain (loss) on derivatives related to commodity risk management are reconciled to gains (losses) on derivatives and foreign currency translation of borrowings, see “Non-GAAP financial measures and reconciliations” on page 30 for more information.
(2) Adjusted Gross Profit, Adjusted EBITDA and Operating Costs are Non-GAAP financial measures. See “Non-GAAP financial measures and reconciliations” on page 30 for more information.
(3) The sum of the above amounts and the balances included in the Canadian Propane, Wholesale Propane, CNG and the Corporate segments are included in SD&A and are disclosed in Note 19 or Note 26 of the audited consolidated financial statements as at and for the year ended December 31, 2024 and 2023.
(4) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

Superior Plus Corp.
5
2024 Annual and Fourth Quarter Results

U.S. Propane Adjusted Gross Profit

	Three Months Ended		Years Ended
	December 31		December 31
(millions of dollars)	2024	2023	2024	2023
Propane distribution(1)	177.7	177.3	556.3	592.4
Realized (loss) gain on derivatives related to commodity risk management(1)	(0.9)	(2.8)	1.6	(21.4)
Adjusted gross profit related to propane distribution	176.8	174.5	557.9	571.0
Other services(1)	5.3	6.3	18.7	22.0
Adjusted gross profit(2)	182.1	180.8	576.6	593.0

(1) The sum of propane distribution and other services agrees to segment disclosure in the audited consolidated financial statements. Realized gain (loss) on derivatives related to commodity risk management are reconciled to gains (losses) on derivatives and foreign currency translation of borrowings, see "Non-GAAP financial measures and reconciliations" on page 25 for more information.
(2) Adjusted gross profit from operations is a Non-GAAP financial measure. See "Non-GAAP financial measures and reconciliations" on page 25 for more information.

U.S. Propane Sales Volumes
End-Use Application

	Three Months Ended		Years Ended
	December 31		December 31
(millions of gallons)	2024	2023	2024	2023
Residential	61	64	184	202
Commercial	48	51	161	180
Total	109	115	345	382

Volumes by Region(1)

	Three Months Ended		Years Ended
	December 31		December 31
(millions of gallons)	2024	2023	2024	2023
Northeast	70	74	223	252
Southeast	19	20	57	57
Midwest	8	9	26	28
West	12	12	39	45
Total	109	115	345	382

(1) Includes propane and other liquid fuels sold in over twenty-four states in the following regions: Northeast region consists of Maine, New Hampshire, Vermont, Massachusetts, Connecticut, Rhode Island, New York, Pennsylvania, New Jersey, Delaware, Maryland, Virginia; Southeast region consists of North Carolina, South Carolina, Georgia, Tennessee, Florida, Alabama; Midwest region consists of Ohio, Michigan, Minnesota; West region consists primarily of California, Arizona and Nevada.

U.S. Propane's results of operations for the year ended December 31, 2024

Revenue was $1,037.4 million, a decrease of $145.2 million or 12% from the prior year primarily due to lower sales volumes and lower wholesale commodity prices compared to the prior year, partially offset by price increases to offset the impact of inflation.

Adjusted gross profit related to propane distribution for the year ended December 31, 2024 was $557.9 million, a decrease of $13.1 million or 2% from the prior year primarily due to the Distillate and Minnesota divestitures and lower sales volumes impacted by warmer weather partially offset by higher average unit margins.

Total sales volumes were 345 million gallons, a decrease of 37 million gallons or 10%. Average weather, as measured by degree days, across markets where U.S. propane operates for the year was 2% warmer than the prior

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

year and 10% warmer than the five-year average. Residential sales volumes decreased by 18 million gallons or 9% from the prior year. Commercial volumes decreased by 19 million gallons or 11% compared to the prior year. The decrease in both residential and commercial sales volumes is due to the Distillate and Minnesota divestitures and to a lesser extent the impact of warmer weather on sales volumes.

U.S. Propane average sales margins were $1.62 per gallon, an increase of 0.13 cents or 9% from $1.49 cents per gallon in the prior year primarily due to higher proportion of propane customers in the customer base and the impact of increased fees to offset the impact of inflation.

Other services gross profit primarily includes equipment rental, installation, repair and maintenance charges. Other services gross profit was $18.7 million, a decrease of $3.3 million or 15% over the prior year primarily due to the impact of the divestitures.

Operating costs were $358.1 million, a decrease of $11.6 million or 3% over the prior year primarily due to the impact of the Distillate and to a lesser extent the Minnesota divestitures and cost saving initiatives partially offset by the impact of inflation.

SD&A includes amortization, depreciation and transaction, restructuring and other costs whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A was $483.3 million, a decrease of $21.1 million or 4% over the prior year. The decrease is consistent with the decrease in operating costs as well as lower transaction, restructuring and other costs, partially offset by a loss on disposal of assets compared to a gain in the prior comparable period. The loss on disposal of assets and impairment in the current year includes a provision related to damage caused by Hurricane Helene partially offset by a gain on the divestiture of certain non-strategic assets in Minnesota, during the third quarter.

Earnings before income tax were $93.6, a decrease of $5.0 million over the prior year due to the reasons described above and the impact of a smaller unrealized gain on derivative financial instruments compared to the loss in the prior year.

U.S. Propane’s results of operations for the three months ended December 31, 2024

Revenue for the three months ended December 31, 2024 was $323.3 million, a decrease of $11.3 million or 3% from the prior year quarter primarily due to lower wholesale commodity prices compared to the prior quarter, the impact of divestitures and to a lesser extent lower sales volumes, partially offset by price increases to offset the impact of inflation.

Total sales volumes were 109 million gallons, a decrease of 6 million gallons or 5% due primarily to the divestitures and to a lesser extent the impact of warmer weather entering the fourth quarter on the timing of deliveries. Average weather, as measured by degree days, across markets where U.S. propane operates for the year was 4% colder than the prior year and 7% warmer than the five-year average.

Adjusted gross profit related to propane distribution for the three months ended December 31, 2024 was $176.8 million, an increase of $2.3 million or 1% from the prior year quarter primarily due to price increases.

U.S. Propane average sales margins were $1.62 per gallon, an increase of 0.10 cents or 9% from $1.52 per gallon in the prior year quarter primarily due to a higher proportion of propane customers in the customer base and the impact of increased fees to offset the impact of inflation.

Other services gross profit primarily includes equipment rental, installation, repair and maintenance charges. Other services gross profit was $5.3 million, a decrease of $1.0 million or 16% over the prior year quarter primarily due to the impact of the Minnesota and Distillate divestitures

Operating costs were $96.9 million, an increase of $0.2 million or 0% over the prior year quarter primarily due to the impact of inflation on costs partially offset by the impact of the Minnesota and Distillate divestitures.

Superior Plus Corp.
7
2024 Annual and Fourth Quarter Results

SD&A includes amortization, depreciation gains (losses) on disposals and transaction, restructuring and other costs whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A was $123.0 million, a decrease of $1.3 million or 1% over the prior year quarter. The decrease is due to a larger loss on disposal of assets in the prior year quarter, lower transaction, restructuring and other costs and lower amortization and depreciation partially offset by the increase in operating costs. The loss on disposal of assets includes a partial reversal of a provision related to damage caused by Hurricane Helene during the third quarter and the gain on the Minnesota Divestiture compared to the prior year that included a gain on disposal of distillate assets.

Earnings before income tax was $63.9 million, an increase of $17.2 million over the prior year quarter due to the reasons described above and the impact of an unrealized gain on derivative financial instruments compared to a loss in the prior year quarter.

Financial Outlook

U.S. Propane Adjusted EBITDA in 2025 is anticipated to be higher than 2024 as a result of colder weather and the impact of Superior Delivers. The average weather for 2025, as measured by degree days, is expected to be consistent with the five-year average.

In addition to the significant assumptions referred to above, refer to "Forward-Looking Information" and "Risk Factors to Superior" for a detailed review of significant business risks affecting Superior.

CANADIAN PROPANE

Canadian Propane's operating results:

	Three Months Ended December 31		Years Ended December 31
(millions of dollars)	2024	2023	2024	2023
Revenue	151.5	163.4	528.1	597.4
Cost of Sales	(79.4)	(82.5)	(276.4)	(320.5)
Gross profit	72.1	80.9	251.7	276.9
SD&A	(58.9)	(57.8)	(230.2)	(237.7)
Add back (deduct):
Amortization and depreciation included in SD&A(1)	15.1	13.6	55.2	53.8
Transaction, restructuring and other costs(1)	0.8	1.5	5.3	2.1
Loss (gain) on disposal of assets(1)	0.6	(1.2)	0.3	3.9
Operating costs(2)	(42.4)	(43.9)	(169.4)	(177.9)
Adjusted EBITDA(2)	29.7	37.0	82.3	99.0
Add back (deduct):
(Loss) gain on disposal of assets(1)	(0.6)	1.2	(0.3)	(3.9)
Transaction, restructuring and other costs(1)	(0.8)	(1.5)	(5.3)	(2.1)
Amortization and depreciation included in SD&A(1)	(15.1)	(13.6)	(55.2)	(53.8)
Finance expense	(0.8)	(0.8)	(3.1)	(2.7)
Earnings before income tax	12.4	22.3	18.4	36.5

(1) The sum of the above amounts and the balances included in the U.S. Propane, Wholesale Propane, CNG and Corporate segments are included in SD&A and are disclosed in Note 19 or Note 26 of the audited consolidated financial statements as at and for the three and year ended December 31, 2024 and 2023.
(2) Adjusted EBITDA and Operating Costs are Non-GAAP financial measures. See "Non-GAAP financial measures and reconciliations" on page 30 for more information.
(3) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine

Superior Plus Corp.

2024 Annual and Fourth Quarter Results

months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

Canadian Propane Gross Profit

	Three Months Ended(1)		Years Ended
	December 31		December 31
(millions of dollars)	2024	2023	2024	2023
Propane distribution	68.3	76.7	239.5	264.3
Other services	3.8	4.2	12.2	12.6
Gross profit	72.1	80.9	251.7	276.9

Canadian Propane Sales Volumes

Volumes by End-Use Application

	Three Months Ended		Years Ended
	December 31		December 31
(millions of gallons)	2024	2023	2024	2023
Residential	14	14	41	45
Commercial	65	67	226	247
Total	79	81	267	292

Volumes by Region (1)

	Three Months Ended		Years Ended
	December 31		December 31
(millions of gallons)	2024	2023	2024	2023
Western Canada	38	37	128	126
Eastern Canada	29	32	98	122
Atlantic Canada	12	12	41	44
Total	79	81	267	292

(1) Regions: Western Canada region consists of British Columbia, Alberta, Saskatchewan, Manitoba, Yukon, Alaska and Northwest Territories; Eastern Canada region consists of Ontario and Quebec; Atlantic Canada region consists of New Brunswick, Newfoundland & Labrador, Nova Scotia and Prince Edward Island.

Canadian Propane's results of operations for the year ended December 31, 2024

Revenue was $528.1 million, a decrease of $69.3 million or 12% from the prior year primarily due to lower sales volumes, partially offset by price increases to offset the impact of inflation.

Gross profit related to propane distribution for the year ended December 31, 2024 was $239.5 million, a decrease of $24.8 million or 9% from the prior year due to lower sales volumes and, to a lesser extent, the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions.

Total sales volumes were 267 million gallons, a decrease of 25 million gallons or 9%. Average weather across Canada for the current year, as measured by degree days was consistent with the prior year and 8% warmer than the five-year average. Western Canada was 4% colder than the prior year while Eastern Canada was 5% warmer than the prior year. Residential sales volumes decreased by 4 million gallons or 9% and commercial sales volumes decreased by 21 million gallons or 9%. The decreased volumes were primarily due to the Northern Ontario Divestiture and to a lesser extent warmer weather in Eastern Canada, partially offset by colder weather in Western Canada.

Superior Plus Corp.
9
2024 Annual and Fourth Quarter Results

Average propane sales margins were $0.90 cents per gallon, a decrease of 0.01 cent or 1% from $0.91 cents per gallon in the prior year primarily due to the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions partially offset by price increases to offset inflation.

Other services gross profit primarily includes equipment rental, installation, repair and maintenance and customer minimum use charges. Other services gross profit was $12.2 million, a decrease of $0.4 million or 3% from the prior year of $12.6 million due to the impact of the divestiture in the prior year partially offset by higher equipment rental revenue.

Operating costs were $169.4 million, a decrease of $8.5 million or 5% compared to the prior year. The decrease in operating costs was primarily due to the impact of the Northern Ontario Divestiture in the prior year, cost saving initiatives and lower volume related expenses partially offset by the impact of inflation.

Earnings before income tax was $18.4 million, a decrease of $18.1 million over the prior year due to the above reasons.

Canadian Propane's results of operations for the three months ended December 31, 2024

Revenue for the three months ended December 31 2024 was $151.5 million, a decrease of $11.9 million or 7% from the prior year quarter primarily due to the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions and lower sales volumes, partially offset by the impact of price increases.

Total sales volumes were 79 million gallons, a decrease of 2 million gallons or 3%. Average weather across Canada, as measured by degree days, was 5% colder than the prior year quarter and 6% warmer than the five-year average. Western Canada was 9% colder than the prior year while Eastern Canada was consistent with the prior year. Residential sales volumes were consistent with the prior year as the impact of colder weather in Western Canada was offset by the impact of warm weather entering the quarter on the timing of deliveries. Commercial sales volumes decreased by 2 million gallons or 3% primarily due to the impact of the divestiture in the prior year.

Gross profit related to propane distribution for the three months ended December 31, 2024 was $68.3 million, a decrease of $8.4 million or 11% from the prior year quarter due to lower sales volumes and to a lesser extent lower average propane sales margins.

Average propane sales margins were $0.86 per gallon, a decrease of 0.05 cents or 6% from $0.94 per gallon in the prior year quarter due to the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions, the impact of selling less carbon credits in the quarter and to a lesser extent customer mix partially offset by price increases to offset inflation.

Other services gross profit primarily includes equipment rental, installation, repair and maintenance and customer minimum use charges. Other services gross profit was $0.4 million, a decrease of $0.4 million from the prior quarter primarily due to fewer large projects.

Operating costs were $42.4 million, a decrease of $1.5 million or 3% compared to the prior year quarter. The decrease in operating costs was primarily due to the impact of the divestiture in the prior year, lower volume related expenses, cost saving initiatives and the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions partially offset by the impact of inflation.

SD&A includes amortization, depreciation, gains (losses) on disposals and transaction, restructuring and other costs

Superior Plus Corp.
10
2024 Annual and Fourth Quarter Results

whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A was consistent with the prior year quarter as a result of the decrease in operating costs and lower transaction and restructuring costs offset by the impact of a loss on disposal of assets compared to a gain in the prior year quarter.

Earnings before income tax was $12.4 million, a decrease of $9.9 million over prior year quarter due to the above reasons.

Financial Outlook

Canadian Propane Adjusted EBITDA in 2025 is anticipated to be higher than 2024 as the impact of colder weather and results from Superior Delivers will be partially offset by the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions. The average weather for 2025, as measured by degree days, is expected to be consistent with the five-year average.

Superior Plus Corp.
11
2024 Annual and Fourth Quarter Results

WHOLESALE PROPANE
Wholesale Propane’s operating results:

	Three Months Ended December 31		Years Ended December 31
(millions of dollars)	2024	2023	2024	2023
Revenue	216.7	225.2	721.2	862.5
Cost of Sales	(194.3)	(200.0)	(644.8)	(753.4)
Gross profit	22.4	25.2	76.4	109.1
Realized gain (loss) on derivatives related to commodity risk management (1)	(0.3)	(1.4)	0.1	(10.3)
Adjusted gross profit(2)	22.1	23.8	76.5	98.8
SD&A	(14.8)	(15.1)	(58.7)	(65.0)
Add back (deduct):
Amortization and depreciation included in SD&A (3)	3.2	3.4	13.4	12.9
Transaction, restructuring and other costs (3)	–	0.1	0.4	0.5
Loss (gain) on disposal of assets (3)	–	(0.1)	0.6	(0.2)
Operating costs(2)	(11.6)	(11.7)	(44.3)	(51.8)
Adjusted EBITDA(2)	10.5	12.1	32.2	47.0
Add back (deduct):
Gain (loss) on disposal of assets (3)	–	0.1	(0.6)	0.2
Transaction, restructuring and other costs(3)	–	(0.1)	(0.4)	(0.5)
Amortization and depreciation included in SD&A(3)	(3.2)	(3.4)	(13.4)	(12.9)
Unrealized (loss) gain on derivative financial instruments	1.1	(3.4)	1.1	5.9
Finance expense	(0.6)	0.1	(1.4)	(0.7)
Earnings before income tax	7.8	5.4	17.5	39.0

(1) Realized gain (loss) on derivatives related to commodity risk management are reconciled to gains (losses) on derivatives and foreign currency translation of borrowings, see “Non-GAAP financial measures and reconciliations” on page 30 for more information.
(2) Adjusted Gross Profit, Adjusted EBITDA and Operating Costs are Non-GAAP financial measures. See “Non-GAAP financial measures and reconciliations” on page 30 for more information.
(3) The sum of the above amounts and the balances included in the U.S. Propane, Canadian Propane, CNG and Corporate segments are included in SD&A and are disclosed in Note 19 or Note 26 of the audited consolidated financial statements as at and for the year ended December 31, 2024 and 2023.
(4) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

Wholesale Propane Sales Volumes

	Three Months Ended December 31		Years Ended December 31
(millions of gallons)	2024	2023	2024	2023
Third party sales volumes
United States	85	89	295	333
Canada	20	19	62	55
	105	108	357	388
Sales volumes to the Canadian Propane and US Propane segments	92	100	311	345
Total	197	208	669	733

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

Wholesale Propane’s results of operations for the year ended December 31, 2024

Revenue was $721.2 million, a decrease of $141.3 million or 16% from the prior year primarily due to lower wholesale commodity prices, compared to the prior year, lower sales volumes and to a lesser extent, the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions.

Adjusted gross profit was $76.5 million, a decrease of $22.3 million or 23% from the prior year primarily due to lower average unit margins associated with weaker wholesale propane market fundamentals compared to the prior year and the impact of lower sales volumes.

Total third-party sales volumes were 357 million gallons, a decrease of 31 million gallons or 8% from the prior year, primarily due to weak market conditions caused by increased competition and warmer weather in California.

Average propane sales margins, including the impact of sales to other divisions, were 11.4 cents per gallon, a decrease of 2.1 cents or 16% from 13.5 cents per gallon in the prior year primarily due to weaker market fundamentals in California and, to a lesser extent, the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions.

Operating costs were $44.3 million, a decrease of $7.5 million or 14% compared to the prior year primarily due to lower volume related costs and to a lesser extent cost savings initiatives associated with the completion of integrating a prior acquisition, partially offset by the impact of inflation.

Earnings before income tax was $17.5 million, a decrease of $21.5 million over the prior year earnings of $39.0 million, for the above reasons and the impact of a lower unrealized gain on derivatives in the current year.

Wholesale Propane’s results of operations for the three months ended December 31, 2024

Revenue for the three months ended December 31 2024 was $216.7 million, a decrease of $8.5 million or 4% from the prior year quarter primarily due to lower sales volumes and to a lesser extent the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions.

Total third-party sales volumes were 105 million gallons, a decrease of 3 million gallons or 3% from the prior year quarter, primarily due to weaker market conditions in the Western United States.

Adjusted gross profit was $22.1 million, a decrease of $1.7 million or 7% from the prior year quarter primarily due to the impact of lower sales volumes.

Average propane sales margins, including the impact of sales to other divisions, was 11.2 cents per gallon, a slight decrease of 0.2 cents or 2% from 11.4 cents per gallon in the prior year quarter.

Operating costs were $11.6 million, a decrease of $0.1 million or 1% compared to the prior year quarter primarily due to lower volume related costs and to a lesser extent the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions, partially offset by the impact of inflation.

SD&A includes amortization, depreciation, gains (losses) on disposals and transaction, restructuring and other costs whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A for the three months ended December 31 2024 was $14.7 million, a decrease of $0.4 million or 3% over the prior year quarter. The decrease in SD&A was consistent with the decrease in operating costs and is also due to lower amortization and depreciation.

Superior Plus Corp.
13
2024 Annual and Fourth Quarter Results

Earnings before income tax was $7.8 million, an increase of $2.4 million over the prior year quarter loss of $5.4 million, for the above reasons and the impact of an unrealized gain on derivatives in the current year quarter compared to a loss in the prior year quarter.

Financial Outlook

Wholesale Propane Adjusted EBITDA in 2025 is anticipated to be higher than 2024 as a result of colder weather and the impact of Superior Delivers partially offset by the impact of the stronger U.S. dollar on the translation of Canadian denominated transactions. The average weather for 2025, as measured by degree days, is expected to be consistent with the five-year average.

In addition to the significant assumptions referred to above, refer to “Forward-Looking Information” and “Risk Factors to Superior” for a detailed review of significant business risks affecting Superior.

Superior Plus Corp.
14
2024 Annual and Fourth Quarter Results

CNG Distribution

CNG operating results for the three and twelve months ended December 31, 2024 and from the date of acquisition, May 31, 2023, to December 31, 2023 are as follows:

(millions of dollars except per MSU amounts)	Three months ended December 31				Year ended December 31		Date of acquisition to December 31
	2024		2023		2024		2023
		$ per MSU(1)		$ per MSU		$ per MSU(1)		$ per MSU(1)
Revenue	111.9	136	105.4	155	430.9	555	230.3	346
Cost of Sales	(14.5)	(18)	(16.9)	(25)	(49.6)	(64)	(36.4)	(55)
Gross profit	97.4	118	88.5	130	381.3	491	193.9	291
SD&A	(77.5)	(94)	(75.5)	(111)	(308.7)	(397)	(172.3)	(259)
Add back (deduct):
Amortization and depreciation in SD&A	19.1	23	21.4	31	75.0	97	47.7	72
Transaction, restructuring and other costs	0.3	-	-	-	0.8	1	0.4	1
(Gain) loss on disposal of assets	(0.1)	-	0.3	-	(0.2)	-	0.8	1
Operating costs(1)	(58.2)	(71)	(53.8)	(80)	(233.1)	(299)	(123.4)	(185)
Adjusted EBITDA(1)	39.2	47.0	34.7	50	148.2	192	70.5	106
Add back (deduct):
(Gain) loss on disposal of assets	0.1	-	(0.3)	-	0.2	-	(0.8)	(1)
Transaction, restructuring and other costs	(0.3)	-	-	-	(0.8)	(1)	(0.4)	(1)
Amortization and depreciation in SD&A	(19.1)	(23)	(21.4)	(31)	(75.0)	(97)	(47.7)	(72)
Unrealized gain on foreign currency translation	-	-	-	-	0.7	1	-	-
Finance expense	(0.4)	-	(0.5)	(1)	(1.4)	(2)	2.7	4
Earnings before income tax	19.5	24	12.5	18	71.9	93	24.3	36

(1) Adjusted EBITDA, Operating Costs and per mobile storage unit ("MSU") amounts are Non-GAAP financial measures. See "Non-GAAP financial measures and reconciliations" on page 30 for more information.
(2) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

CNG Gross Profit

	Three Months Ended		Year Ended	Date of Acquisition to
	December 31		December 31	December 31
(millions of dollars)	2024	2023	2024	2023
Direct gas distribution	68.0	61.0	286.0	142.6
Ancillary services	29.4	27.5	95.3	51.3
Gross profit	97.4	88.5	381.3	193.9

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

CNG Sales Volumes
Volumes by Region

	Three Months Ended		Year Ended December 31	Date of Acquisition to December 31
	December 31	December 31
(thousands of MMBtu)	2024	2023	2024	2023
United States	5,781	4,850	23,837	11,377
Canada	1,524	1,290	5,570	2,469
Total	7,305	6,140	29,407	13,846

CNG results of operations for the year ended December 31, 2024

Revenue was $430.9 million, an increase of $200.6 million or 87% from the prior year primarily due to the impact of the acquisition closing on May 31, 2023 and the comparative figures not representing a full year of results. Included in revenue is sales related to natural gas distribution and ancillary services which consists of equipment rentals, standby services and take-or-pay arrangements. Cost of sales primarily consists of the cost of the commodity being distributed and excludes distribution costs, vehicle costs, salaries and wages and other costs related to the operations of the various satellite locations. These costs are included in operating costs and SD&A.

Gross profit related to direct natural gas distribution for the year ended December 31, 2024 was $286.0 million, an increase of $143.4 million or 100% from the prior year primarily due to the impact of acquisition closing on May 31, 2023 and the comparative not representing a full year of results. Total sales volumes for the year was 29,407 MMBtu resulting in an average direct natural gas distribution sales margin of $9.72 per MMBtu compared to $10.3 per MMBtu in the prior year. The decrease is due to pricing pressure from increased competition in the oil and gas segment.

Natural gas is purchased at spot rates, which are the daily rates in effect at the time of purchase and are quoted in relation to a physical location. The change in product costs period-over-period generally trend with the change in natural gas commodity prices for the same period. The CNG segment has the ability to quickly adjust pricing on short-term contracts and has contractual mechanisms in place to either flow through the excess cost of natural gas once a certain index threshold is exceeded or have the entire index price of natural gas as a flow through to the customer. These arrangements provide significant downside protection in a volatile or rapidly rising natural gas price environment and is well positioned for margin expansion in a decreasing or low natural gas price environment.

Operating costs for the year ended December 31, 2024 were $233.1 million, an increase of $109.7 million or 89% from the prior year primarily due to the impact of the acquisition closing on May 31, 2023 and the comparative figures not representing a full year of results and to a lesser extent increased costs related to the increased volumes delivered as a result of the higher MSU asset base. Included in the cost to operate the CNG locations, distribute natural gas from the pipeline to the customer, vehicle costs and all other selling and administrative costs.

SD&A includes amortization, depreciation and transaction, restructuring and other costs whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A for the year ended December 31, 2024 was $308.7 million, an increase of $136.4 million or 79% over the prior year quarter. The increase in SD&A was consistent with the increase in operating costs.

Earnings before income tax was $71.9 million for the year ended December 31, 2024, an increase of $47.6 million over the prior year earnings of $24.3 million, for the above reasons.

CNG results of operations for the three months ended December 31, 2024

Revenue for the three months ended December 31, 2024 was $111.9 million an increase of $6.5 million from the prior year quarter primarily due to the impact of a higher average MSU base compared to the prior year quarter and lower commodity prices partially offset by pricing pressure experienced during the year. Included in revenue is

Superior Plus Corp.
16
2024 Annual and Fourth Quarter Results

sales related to natural gas distribution and ancillary services which consists of equipment rentals, standby services and take-or-pay arrangements. Cost of sales primarily consists of the cost of the commodity being distributed and excludes distribution costs, vehicle costs, salaries and wages and other costs related to the operations of the various satellite locations. These costs are included in operating costs and SD&A.

Gross profit for the three months ended December 31, 2024 was $97.4 million an increase of $8.9 million from the prior year quarter primarily due to the impact of higher average MSU base compared to the prior year quarter. Total sales volumes for the three months ended December 31, 2024 was 7,305 MMBtu resulting in an average direct natural gas distribution sales margin of $9.30 per MMBtu compared to $9.94 per MMBtu in the prior year quarter. The decrease is due to pricing pressure from increased competition in the oil and gas segment.

CNG delivers to its customers safely and cost effectively through their platform of MSUs. As at December 31, 2024 the CNG segment had 842 MSUs, an increase of 113 MSUs from December 31, 2023.

Operating costs for the three months ended December 31, 2024 was $58.2 million an increase $4.4 million from the prior year quarter primarily due to the impact of a higher average MSU base compared to the prior year quarter partially offset by operating efficiencies as operating costs on an MSU basis decreased approximately 11%. Operating costs include the cost to operate various satellite locations, distribute natural gas from the pipeline to the customer, vehicle costs and all other selling and administrative costs.

SD&A includes amortization, depreciation, gains (losses) on disposals and transaction, restructuring and other costs whereas operating costs exclude these expenses and is used in the determination of Adjusted EBITDA. SD&A for the three months ended December 31, 2024 was $77.5 million an increase of $2.0 million from the prior year quarter primarily due to the increase in operating costs. partially offset by lower amortization and depreciation due to the impact of the weaker Canadian dollar on the translation of Canadian denominated transactions.

Earnings before income tax was $19.5 million, an increase of $7.0 million over the prior year quarter earnings before tax of $12.5 million for the aforementioned reason.

Financial Outlook

CNGs Adjusted EBITDA for 2025 is anticipated to be higher than 2024 as a result of the continued investment in MSUs and realizing operating efficiencies partially offset by continued pricing pressure. Superior estimates that CNGs average MSU count will increase to approximately 867 MSUs in 2025.

Superior Plus Corp.
17
2024 Annual and Fourth Quarter Results

CORPORATE OPERATING COSTS

A reconciliation between corporate SD&A and corporate operating costs for the three and twelve months ended December 31, 2024 and 2023 is as follows:

	Three months ended December 31		Year ended December 31
	2024	2023	2024	2023
Corporate SD&A	(2.3)	(8.1)	(21.6)	(48.5)
Add back (deduct):
Amortization and depreciation included in SD&A (1)	0.2	0.2	0.7	0.6
Transaction, restructuring and other costs (1)	(0.1)	2.3	1.4	22.8
Unrealized loss on equity hedges	(3.2)	-	(6.2)	-
Corporate operating costs (2)	(5.4)	(5.6)	(25.7)	(25.1)

(1) The sum of the above amounts and the balances included in the U.S. Propane, Canadian Propane, CNG and the Corporate segments are included in SD&A and are disclosed in Note 19 or Note 26 of the audited consolidated financial statements as at and for the December 31, 2024 and 2023.
(2) Operating costs are Non-GAAP financial measures. See “Non-GAAP financial measures and reconciliations” on page 30 for more information.
(3) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca

Results for the year ended December 31, 2024

Corporate operating costs for the year ended December 31, 2024 were $25.7 million an increase of $0.6 million compared to $25.1 million in the prior year. The increase is primarily due to hedge losses that were not proportionally offset by incentive cost reductions due to hedge ineffectiveness, partially offset by the impact of an insurance provision and certain on-boarding costs associated with the change in senior management in the prior year.

Corporate operating costs included in Adjusted EBITDA exclude depreciation, amortization and transaction, restructuring and other costs. Corporate SD&A was $21.6 million for the year ended December 31, 2024, a decrease of $26.9 million from $48.5 million in the prior year primarily due to lower transaction, restructuring and other costs, partially offset by the above reasons.

Results for the three months ended December 31, 2024

Corporate operating costs for the three months ended December 31, 2024 were $5.4 million a decrease of $0.2 million compared to $5.6 million in the prior year quarter. The decrease is primarily due to the impact of an insurance provision in the prior year quarter partially offset by hedge losses that were not proportionally offset by incentive cost reductions due to hedge ineffectiveness.

Corporate operating costs included in Adjusted EBITDA exclude depreciation, amortization and transaction, restructuring and other costs and includes the unrealized loss (gain) on equity hedges. Corporate SD&A was $2.3 million for the three months ended December 31, 2024, a decrease of $5.8 million from $8.1 million in the prior year quarter primarily due to lower transaction, restructuring and other costs and the change in corporate operating costs.

Superior Plus Corp.
18
2024 Annual and Fourth Quarter Results

CONSOLIDATED CAPITAL EXPENDITURE SUMMARY

Superior’s capital expenditures are as follows:

	Three Months Ended		Years Ended
	December 31		December 31
(millions of dollars)	2024	2023	2024	2023
U.S. Propane	6.0	11.6	25.2	39.5
Canadian Propane	14.1	17.3	33.9	42.8
Wholesale Propane	1.6	1.2	2.1	4.4
CNG	21.1	40.8	98.3	61.7
Corporate	–	–	0.9
Purchase of property, plant and equipment and intangible assets	42.8	70.9	160.4	148.4
Proceeds on disposition of assets	(2.6)	(46.9)	(18.3)	(53.5)
Total net capital expenditures	40.2	24.0	142.1	94.9
Lease additions - vehicle(1)	3.1	8.4	17.2	26.0
Lease additions - other assets(1)	5.1	1.9	11.8	16.4
Capital expenditures including leases	48.4	34.3	171.1	137.3

(1) The sum of the leases is disclosed as additions in Note 14 of the audited consolidated financial statements.
(2) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

Total capital expenditures were $42.8 million for the three months ended December 31, 2024 compared to $70.9 million in the prior year quarter. The decrease is primarily due to timing of receipt of MSUs and ancillary equipment by the CNG segment and reduced spending by Propane segments. Capital expenditures related to the Propane segments decreased by $8.2 million primarily due to increased scrutiny over capital.

Proceeds on disposition of assets were $2.6 million for the three months ended December 31, 2024 compared to $46.9 million in the prior year quarter primarily due to the timing of proceeds received from divesting the Northern Ontario and Distillate assets.

Superior entered into $3.1 million of leased vehicles for the three months ended December 31, 2024 compared to $8.4 million in the prior year quarter primarily due to timing of vehicle receipts and a continued emphasis on efficient capital utilization. Other leased assets of $5.1 million for the three months ended December 31, 2024 compared to $1.9 million in the prior year quarter increased by 3.2 million primarily due to timing of renewing property leases.

Capital expenditures were funded from a combination of operating cash flow and borrowings under the revolving-term bank credit facilities and credit provided through lease liabilities.

CONSOLIDATED TRANSACTION, RESTRUCTURING AND OTHER COSTS

Superior’s transaction, restructuring and other costs have been categorized together and excluded from segmented results.

For the three months ended December 31, 2024, Superior incurred $1.3 million in costs related to severance and the continued integration of acquisitions completed in the prior years. The costs incurred in the prior year quarter of $6.7 million relate to integration of prior acquisitions.

For the year ended December 31, 2024, Superior incurred $13.7 million in costs related to the continued integration

Superior Plus Corp.
19
2024 Annual and Fourth Quarter Results

of acquisitions completed in the prior years, severance costs and the implementation of a new finance system. The costs incurred in the prior year quarter of $37.4 million relate primarily to the acquisition of Certarus and to a lesser extent integration of prior acquisitions.

FINANCIAL OVERVIEW - GAAP FINANCIAL INFORMATION

Consolidated Statements of Net Earnings

	Three Months Ended December 31		Years Ended December 31
(millions of USD dollars, except per share amounts)	2024	2023(1)	2024	2023(1)
Revenue	702.3	725.3	2,382.3	2,482.5
Cost of sales (includes products and services)	(327.4)	(347.1)	(1,097.9)	(1,288.2)
Gross profit	374.9	378.2	1,284.4	1,194.3
Expenses
Selling, distribution and administrative costs ("SD&A")	(276.5)	(280.8)	(1,102.5)	(1,028.0)
Finance expense	(26.3)	(28.1)	(106.4)	(92.6)
(Loss) gain on derivatives and foreign currency translation of borrowings	(30.4)	10.3	(52.9)	10.0
	(333.2)	(298.6)	(1,261.8)	(1,110.6)
Earnings before income taxes	41.7	79.6	22.6	83.7
Income tax expense	(37.5)	(21.8)	(40.5)	(26.1)
Net earnings (loss) for the period	4.2	57.8	(17.9)	57.6
Net loss (earnings) attributable to:
Superior	(0.6)	53.0	(36.8)	38.7
Non-controlling interest	4.8	4.8	18.9	18.9
Net loss (earnings) per share attributable to Superior
Basic and diluted	(0.00)	0.20	(0.15)	0.17
Cash flows from operating activities	24.2	28.2	274.1	405.9
Cash flows from operating activities, per share(2)	0.09	0.10	0.99	1.57

(1) Restated, see Note 2(a) of the audited Consolidated Financial Statements as at and for the three and twelve months ended December 31, 2024.
(2) The weighted average number of shares outstanding for the three months ended and year ended December 31, 2024 was 277.7 million respectively (three and year ended December 31, 2023 was 278.6 million and 259 million, respectively). The weighted average number of shares assumes the exchange of the issued and outstanding preferred shares into common shares. There were no other dilutive instruments for the three and twelve months ended December 31, 2024 and 2023.
(3) Fourth quarter results are not required to be disclosed in the annual audited consolidated financial statements for the year ended December 31, 2024 and 2023. The GAAP and Non-GAAP financial information below can be derived by subtracting the results of the year ended December 31, 2024 and 2023 by the results of the nine months ended September 30, 2024 and 2023, respectively. The results for the nine months ended September 30, 2024 and 2023 can be found on www.sedarplus.ca or http://www.superiorplus.com/investorrelations/financial-reports/.

Below is GAAP financial information not disclosed in Superior's operating segments for three months ended December 31, 2024.

Net earnings for the three months ended December 31 2024 was $4.2 million, compared to $57.8 million in the prior year quarter. The decrease in net earnings is primarily due to a loss on derivatives compared to a gain in the prior year, higher income tax expense and lower gross profit partially offset by lower transaction, restructuring and

Superior Plus Corp.

2024 Annual and Fourth Quarter Results

other costs. Basic and diluted loss per share attributable to Superior was $0.00 per share, a decrease of $0.20 from $0.20 per share in the prior year quarter. The decrease in earnings per share is consistent with the decrease in net earnings in the period partially offset by the impact from the decrease in the weighted average shares outstanding.

Finance expense was $26.3 million, a decrease of $1.8 million or 6% from $28.1 million in the prior year quarter. The decrease is primarily due to the impact of lower average interest rates during the quarter.

Gain (loss) on derivative and foreign currency translation of borrowings consists of unrealized gains (losses) on derivative financial instruments and foreign currency translation of borrowings, net of realized gains (losses) on derivative financial instruments and realized gains (losses) on settlement of U.S. denominated borrowings. The loss on derivatives and foreign currency translation of borrowings was $25.1 million for the three months ended December 31, 2024, compared to a gain of $10.3 million in the prior year quarter. The change is primarily due to changes in market prices of commodities, timing of maturities of underlying financial instruments and changes in foreign exchange rates relative to amounts hedged. For additional details, refer to Note 16 in the audited consolidated financial statements.

Below is GAAP financial information not disclosed in Superior’s operating segments for the year ended December 31, 2024.

Net loss for the year ended December 31, 2024 was $17.9 million, compared to net earnings of $57.6 million in the prior year. The lower earnings is primarily due to a loss on financial and non-financial derivatives compared to a gain in the prior year, lower gross profit in the propane distribution segments and higher income tax expense partially offset by the full year impact of the CNG segment. Basic and diluted loss per share attributable to Superior was $ (0.15) per share, a decrease of $0.32 from $ 0.17 per share in the prior year. The decrease in earnings per share is due to lower net earnings in the period and is partially offset by the impact from the decrease in the weighted average shares outstanding.

Finance expense for the year ended December 31, 2024 was $106.4 million, an increase of $13.8 million or 15% from $92.6 million in the prior year. The increase is primarily due to higher average debt balances, higher average interest rates during the year and the impact of gain recorded as a result of a modification of the debt during the prior year. Average debt balances were higher as a result of closing the Certarus acquisition on May 31, 2023.

Gain (loss) on derivative and foreign currency translation of borrowings consists of unrealized gains (losses) on derivative financial instruments and foreign currency translation of borrowings, net of realized gains (losses) on derivative financial instruments and realized gains (losses) on settlement of U.S. denominated borrowings. The loss on derivatives and foreign currency translation of borrowings for the year ended December 31, 2024 was $47.6 million a decrease of $57.6 million compared to a gain of $10.0 million in the prior comparable period. The change is primarily due to changes in market prices of commodities, timing of maturities of underlying financial instruments and changes in foreign exchange rates relative to amounts hedged. For additional details, refer to Note 11 in audited consolidated financial statements. As a result of the change in reporting currency from Canadian dollars to U.S. dollars Superior has stopped hedging its U.S. denominated based EBITDA and has therefore, excluded the $6.7 million realized loss on foreign currency contracts from Adjusted EBITDA for the year ended December 31, 2024 (2023 - $46.7 million).

INCOME TAXES

Consistent with prior periods, Superior recognizes a provision for income taxes for its subsidiaries that are subject to current and deferred income taxes, including Canadian, U.S., Hungarian and Luxembourg income tax.

Total income tax expense for the year ended December 31, 2024 was $40.5 million, comprised of $26.9 million in current income tax expense and $13.6 million in deferred income tax expense. This compares to a total income tax expense of $26.1 million in the prior year, which consisted of a current income tax expense of $16.7 million and $9.4 million deferred income tax expense.

Superior Plus Corp.
21
2024 Annual and Fourth Quarter Results

Current income tax expense for the year ended December 31, 2024 was $26.9 million (2023 – $16.7 million expense), consisting of income taxes in Canada of $10.2 million (2023 – $2.6 million), in the U.S. of $14.0 million (2023 – $7.9 million) and in Hungary of $2.7 million (2023 – $6.2 million). Deferred income tax expense for the year ended December 31, 2024 was $13.6 million (2023 – $9.4 million expense), resulting in a net deferred income tax liability of $155.2 million as at December 31, 2024.

As at December 31, 2024, Superior had the following tax pools available to be used in future years:

Canada	(millions of dollars)
Tax basis	570.4
Non-capital losses	79.2
Capital losses	30.3
Scientific research expenditures	49.5
Investment tax credits	25.1
Interest Deduction - Restricted interest and financing expense	27.4
United States
Tax basis	876.5
Non-capital losses	93.3
Interest Deduction - 163(J)	180.4

LIQUIDITY AND CAPITAL RESOURCES

Debt Management Update

Superior’s Leverage Ratio as at December 31, 2024 was 4.1x, compared to 3.9x at December 31, 2023. The increase in the Leverage Ratio was due to lower Pro Forma Adjusted EBITDA and the impact of share buy-backs on debt partially offset by the impact of a strong U.S. dollar on the translation of Canadian denominated debt.

Net Debt, Pro forma Adjusted EBITDA and Leverage Ratio are Non-GAAP measures, see “Non-GAAP financial measures and reconciliations” on page 29.

Borrowing

Superior’s revolving syndicated bank facilities (“revolving credit facilities”), senior unsecured notes, lease obligations, deferred consideration and other debt (collectively “borrowing”) before deferred financing fees was $1,717.1 million as at December 31, 2024, an increase of $6.5 million from $1,710.6 million as at December 31, 2023. The increase is primarily due to the seasonality of working capital and is partially offset by the impact of the weaker Canadian dollar on the translation of Canadian denominated debt.

Superior’s total and available sources of credit as at December 31, 2024 are detailed below:

(millions of dollars)	Total Amount	Borrowing	Letters of Credit Issued	Amount Available
Revolving credit facilities(1)	961.2	746.4	15.6	199.2
Senior unsecured notes(1)	947.7	947.7	–	–
Deferred consideration and other	23.0	23.0	–	–
Lease liabilities	165.3	165.3	–	–
Total	2,097.2	1,882.4	15.6	199.2

(1) The revolving credit facilities, including the existing and the new credit facility, and the senior unsecured notes balances are presented before deferred financing fees, see Note 13 of the audited consolidated financial statements. The total amount that can be borrowed under the revolving credit facilities is $961.2 million (C$1,300 million) and the available amount as of December 31, 2024 is $199.2 million (C$286.0 million).

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

Net Working Capital

Consolidated net working capital (deficit) was $12.7 million as at December 31, 2024, an increase of $53.2 million from ($40.5) million as at December 31, 2023. The increase from December 31, 2023 is primarily due to the timing of supplier payments. Net working capital is defined in the audited consolidated financial statements and notes thereto as at and for the three and twelve months ended December 31, 2024 and 2023. See Note 26 of the audited consolidated financial statements.

Compliance

In accordance with the credit facility, Superior must maintain certain covenants and ratios that represent Non-GAAP financial measures. Superior was in compliance with its lender covenants as at December 31, 2024, and the covenant details are found in the credit facility documents filed in www.sedarplus.ca.

Pension Plans

As at December 31, 2024, Superior’s defined benefit pension plans had an estimated net defined benefit going concern surplus of approximately $3.7 million (December 31, 2023 – surplus $3.7 million) and a net pension solvency surplus of approximately $3.6 million (December 31, 2023 – surplus $4.0 million). Funding requirements by applicable pension legislation are based upon going concern and solvency actuarial assumptions.

Contractual Obligations and Other Commitments⁽¹⁾

	Current	2026	2027	2028	2029	Thereafter	Total
Borrowings before deferred financing fees and discounts (2)	7.2	4.6	747.9	348.3	600.5	8.6	1,717.1
Lease liabilities (3)	43.5	29.3	26.7	17.5	11.4	36.9	165.3
Interest payments on borrowings and lease liabilities	95.0	92.4	69.5	37.5	14.5	3.3	312.2
Non-cancellable, low-value, short-term leases and leases with variable lease payments (3)	2.7	0.1	0.1	–	–	–	2.9
CNG capital, transmission and other commitments	28.2	0.5	0.4	0.3	0.3	–	29.7
Equity derivative contracts (2)	21.4	13.7	–	–	–	–	35.1
US dollar foreign currency forward sales contracts (2)	17.4	–	–	–	–	–	17.4
Propane, WTI, heating oil, diesel and natural gas purchase and sale contracts (1) (2)	88.5	6.0	–	–	–	–	94.5

⁽¹⁾ Does not include the impact of financial derivatives.
⁽²⁾ See Notes 13 and 16 of the December 31, 2024 audited consolidated financial statements.
⁽³⁾ See Note 14 of the December 31, 2024 audited consolidated financial statements. Operating leases comprise Superior’s off-balance-sheet obligations and are contracts that do not meet the definition of a lease under IFRS 16 or are exempt.
⁽⁴⁾ Estimated based on interest rates, foreign exchange rates and outstanding balances as of September 30, 2024 and assumes the settlement of debt will occur on each instruments respective maturity date.

In addition to the commitments mentioned above, Superior has entered into purchase orders and contracts during the normal course of business related to commodity purchase obligations transacted at market prices. Furthermore, Superior has entered into purchase agreements that require it to purchase minimum amounts or quantities of propane and other natural gas liquids over certain time periods which vary but are generally for one year. Superior has generally exceeded such minimum requirements in the past and expects to continue doing so for the foreseeable future. Failure to satisfy the minimum purchase requirements could result in the termination of contracts, change in pricing and/or payments to the applicable supplier.

Superior’s contractual obligations are considered normal operating commitments and do not include the impact of mark-to-market fair values on financial and non-financial derivatives. Superior expects to fund these obligations

Superior Plus Corp.
23
2024 Annual and Fourth Quarter Results

through a combination of cash flows from operations and proceeds on revolving term bank credit facilities. Superior's financial instruments' sensitivities are consistent as at December 31, 2024 and December 31, 2023. In the normal course of business, Superior is subject to lawsuits and claims. Superior believes the resolution of these matters will not have a material adverse effect, individually or in the aggregate, on Superior's liquidity, consolidated financial position or results of operations. Superior records costs as they are incurred or when they become determinable.

SHAREHOLDERS' CAPITAL

As at December 31, 2024, the following shares were issued and outstanding:

	Common shares		Preferred shares
	Issued number (Millions)	Share capital	Issued number (Millions)	Equity attributable to NCI
Balance as at December 31, 2023	248.6	$2,712.2	0.3	$260.0
Common shares repurchased and cancelled during the year	(10.2)	(85.5)	-	-
Balance as at December 31, 2024	238.4	$2,626.7	0.3	$260.0

Superior's prior normal course issuer bid terminated on November 9, 2024 and on November 11, 2024, another normal course issuer bid (the "NCIB") with respect to its common shares, commenced and will terminate on the earlier of November 10, 2025, the date Superior has purchased the maximum number of common shares permitted under the NCIB or the date on which Superior terminates the NCIB in accordance with its terms. The NCIB permits the purchase of up to 24,117,330 common shares, such amount representing 10% of the 241,173,300 common shares issued and outstanding as at October 31, 2024 by way of normal course purchases effected through the facilities of the TSX and/or alternative trading platforms. The NCIB is subject to additional standard regulatory requirements. Furthermore, subject to certain exemptions for block purchases, the maximum number of common shares that Superior may acquire on any one trading day is 255,528 common shares, such amount representing 25% of the average daily trading volume of the common shares of 1,022,112 for the six calendar months prior to the start of the NCIB. All common shares purchased by Superior under the NCIB will be cancelled.

For the year ended December 31, 2024, 10.2 million common shares were repurchased for $47.0 million (C$65.6 million), including commission, at a volume weighted average price of $4.57 (C$6.43) per common share (2023 - 0.7 million common shares repurchased for $5.3 million (C$7.2 million), including commission, at a volume weighted average price of $7.6 (C$9.79) per common share). The repurchased shares with a total book value of $85.5 million (C$120.8 million) were immediately cancelled and a credit of $38.5 million (C$55.2 million) was recorded to deficit. In 2023, repurchased shares with a total book value of $6.8 million (C$9.2 million) were cancelled and a gain of $1.5 million (C$2 million) was recorded to deficit.

Superior Plus Corp.

2024 Annual and Fourth Quarter Results

Superior has engaged a broker to administer the NCIB. Superior will also enter into an automatic purchase plan (“APP”) with its broker in relation to the NCIB to facilitate purchases of common shares under the NCIB at times when Superior normally would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Pursuant to the APP, from time to time, when Superior is not in possession of material non-public information about itself or its securities, Superior may, but is not required to, direct its broker to make purchases of common shares under the NCIB during an ensuing trading blackout period. Such purchases will be based on trading parameters established by Superior prior to the trading blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the APP. As at December 31, 2024, Superior has instructed its Broker to continue to purchase common shares until March 1, 2025 up to a maximum gross proceeds of C$21.0 million. As of February 26, 2025, Superior has purchased approximately 3.0 million common shares as part of the APP.

DIVIDENDS

Dividends Declared to Common Shareholders

Dividends declared to Superior’s common shareholders depend on its cash flow from operating activities with consideration for Superior’s changes in working capital requirements, investing activities and financing activities. See “Summary of Adjusted EBITDA” for 2024 above, and “Summary of Cash Flow” for additional details.

Dividends declared to common shareholders for the three and twelve months ended December 31, 2024 were $6.9 million and $105.5 million respectively compared to $32.8 million and $126.4 million in the prior periods. The decrease was due to a dividend reduction announced in the fourth quarter. Dividends to shareholders are declared at the discretion of Superior’s Board of Directors.

Superior has a Dividend Reinvestment and Optional Share Purchase Plan (“DRIP”) that is currently suspended and will remain in place should Superior elect to reactivate the DRIP, subject to regulatory approval, at a future date.

Dividends Declared to Preferred Shareholders

Dividends declared to preferred shareholders for the three and twelve months ended December 31, 2024 were $4.8 million and $18.9 million respectively or $18.5 per preferred share (three and twelve months ended December 31, 2023 - $4.7 million and $14.1 million respectively or $18.1 per preferred share).

SUMMARY OF CASH FLOW

Superior’s primary sources and uses of cash are detailed below:

	Three Months Ended December 31		Year Ended December 31
(millions of dollars)	2024	2023	2024	2023
Cash flows from operating activities	24.2	28.1	274.1	405.9
Cash flows used in investing activities	(41.1)	(25.7)	(142.1)	(344.7)
Cash flows from (used in) financing activities	17.5	(1.8)	(144.7)	(73.9)
Net increase (decrease) in cash and cash equivalents	0.6	0.6	(12.7)	(12.7)
Cash and cash equivalents, beginning of the year	17.2	29.9	30.7	43.1
Effect of translation of foreign currency-denominated cash and cash equivalents	(0.7)	0.2	(0.9)	0.3
Cash and cash equivalents, end of the year	17.1	30.7	17.1	30.7

Cash flows from operating activities for the year ended December 31, 2024 was $274.1 million, a decrease of $131.8 million from the prior year, primarily due to the lower change in non-cash operating working capital,

Superior Plus Corp.

2024 Annual and Fourth Quarter Results

partially offset by higher interest and taxes paid compared to the prior year. The prior year change in working capital was impacted by the collection of a Vendor Note related to the sale of an operating segment in a prior period.

Cash flows used in investing activities were $142.1 million, a decrease of $202.6 million from the prior year due primarily to acquisitions completed in the prior year and increased scrutiny on the deployment of capital in the businesses.

Cash flows used in financing activities were $144.7 million, an increase of $70.8 million from the prior year, primarily due to increased payments made to repurchase Superior’s common shares in the year.

FINANCIAL OUTLOOK

Superior achieved 2024 Adjusted EBITDA of $455.5 million which was below the original guidance expectation of approximately $500 million driven by warmer-than-normal weather and increased competitive pressure in the CNG segment. Superior is expecting Adjusted EBITDA growth in 2025 of approximately 8% compared to 2024 Adjusted EBITDA. The increase is primarily due to the assumption of normal weather, in year earnings related to Superior Delivers and continued growth in the CNG segment.

Achieving Superior’s Adjusted EBITDA depends on the operating results of its segments and the following significant assumptions:

Weather is expected to be consistent with the average temperature for the last five years based on heating degree days, after adjusting for known weather in January 2025;
Economic growth activity in Canada and the U.S. is expected to increase modestly and does not consider the potential impact of tariffs, increased inflation or higher interest rates;
Assumed in year benefit from Superior Delivers of $20 million;
Superior expects to continue to attract capital and obtain financing on acceptable terms;
Superior expects maintenance and non-recurring capital expenditures including lease additions to be approximately $150 million (2024 – $189.4 million);
Superior expects to repurchase C$135 million of common shares in 2025;
Corporate operating costs are expected to be approximately $25 million;
The foreign currency exchange rate between the Canadian dollar and U.S. dollar is expected to average $0.69 for 2025 on all unhedged foreign currency transactions;
Financial and physical counterparties are expected to continue fulfilling their obligations to Superior;
Regulatory authorities are not expected to impose any new regulations impacting Superior; and
Superior expects to have an average MSU count of approximately 867 trailers in 2025.

U.S. and Canadian Propane

Continue to manage the impact of inflation on fuel costs, labour and other costs through cost saving and pricing initiatives; and
Wholesale propane prices are not anticipated to significantly affect demand for propane and related services.

Wholesale Propane

Wholesale propane market fundamentals related to basis differentials are expected to be consistent with 2024; and
Continue to grow third-party sales volumes through sales and marketing initiatives to offset the impact of higher costs due to inflation.

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

Superior Plus Corp.
27
2024 Annual and Fourth Quarter Results

CNG

The natural gas price differential to diesel remains favorable such that compressed natural gas remains a cost-effective means to displace diesel; and
Assuming an average MSU count of approximately 867 trailers in 2025 and average EBITDA per MSU decline of approximately 1-5%.

FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial and non-financial derivatives are used by Superior to manage its exposure to fluctuations in foreign currency exchange rates, interest rates, share-based compensation and commodity prices. Superior assesses the inherent risks of these instruments by grouping derivative and non-financial derivatives related to the exposures these instruments mitigate. Superior’s policy is not to use derivative or non-financial derivative instruments for speculative purposes. Superior does not formally designate its derivatives as hedges and, as a result, Superior does not apply hedge accounting and is required to designate its derivatives and non-financial derivatives as held for trading.

Effective January 1, 2024, Superior changed its reporting currency from Canadian dollars to U.S. dollars. As a result, Superior will no longer hedge its U.S dollar translation exposure as the foreign currency exchange risk will be significantly reduced. Subsequent to the 2023 year-end, Superior entered into foreign currency forward contracts and options to offset the below notional amounts. As a result of this change the realized gains (losses) on these instruments are excluded from Adjusted EBITDA.

As at December 31, 2024, a summary of the net notional amounts of Superior’s U.S. dollar forward contracts and options and the offsetting amounts for the rolling twelve months is provided in the table below.

	Current	2026	2027	2028	2029	Total
USD-foreign currency forward sales
Contracts, net (in millions)	$17.4	-	-	-	-	$17.4
Net average external US$/CDN$ exchange rate	1.34	-	-	-	-	1.34

For additional details on Superior’s financial instruments, including the amount and classification of gains and losses recorded, summary of fair values, notional balances, effective rates and terms, and significant assumptions used in the calculation of the fair value of Superior’s financial instruments, see Note 16 to the audited consolidated financial statements for the December 31, 2024.

Sensitivity Analysis

Superior’s estimated cash flow sensitivity in 2024 to various changes is provided below:

	Change	% Change	Impact to Adjusted EBITDA (millions)	Impact to net earnings (loss) before income tax (millions)
U.S. Propane
Change in U.S. propane sales margin	$0.015/gallon	1%	$ 5.2	$ 5.2
Change in U.S. propane sales volume	15 million gallons	4%	$ 19.1	$ 19.1
Canadian Propane
Change in Canadian propane sales margin	$0.015/gallon	2%	$ 4.0	$ 4.0
Change in Canadian propane sales volume	15 million gallons	6%	$ 10.9	$ 10.9
Wholesale Propane
Change in Wholesale propane 3rd party sales	$0.015/gallon	7%	$ 5.4	$ 5.4
Change in Wholesale propane 3rd party sales volume(1)	15 million gallons	4%	$ 2.0	$ 2.0
CNG
Change in Adjusted EBITDA per MSU	$10.0/MSU	5%	$ 7.8	$ 7.8
Corporate
Change in CDN$/US$ exchange rate on US$ denominated debt	$0.01	1%	$ –	$ 6.3
Change in interest rates	0.50%	9%	$ –	$ 3.7

(1) Based on total sales which includes sales to both the Canadian and U.S. Propane segments.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure controls and procedures (DC&P) are designed by or under the supervision of Superior’s President and Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) in order to provide reasonable assurance that all material information relating to Superior is communicated to them by others in the organization as it becomes known and is appropriately disclosed as required under the continuous disclosure requirements of securities legislation and regulation. In essence, these types of controls are related to the quality, reliability and transparency of financial and non-financial information that is filed or submitted under securities legislation and regulation. The CEO and CFO are assisted in this responsibility by a Disclosure Committee, which is composed of senior leadership of Superior. The Disclosure Committee has established procedures so that it becomes aware of any material information affecting Superior in order to evaluate and discuss this information and determine the appropriateness and timing of its public release.

Internal Controls over Financial Reporting (ICFR) are also designed by or under the supervision of Superior's CEO and CFO and effected by Superior's Board of Directors, management and other personnel in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluation of controls can provide absolute assurance that all control issues within a company have been detected. Accordingly, Superior’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of the corporation’s disclosure control system are met.

Changes in Internal Controls over Financial Reporting

No changes were made in Superior’s ICFR that have materially affected, or are reasonably likely to materially affect, Superior’s ICFR in the year ended December 31, 2024. However, management continues the process of harmonizing and integrating acquired businesses on to Superior’s existing information technology platform.

Superior Plus Corp.
28
2024 Annual and Fourth Quarter Results

Superior Plus Corp.
29
2024 Annual and Fourth Quarter Results

Effectiveness

An evaluation of the design and operating effectiveness of Superior’s DC&P and ICFR was conducted as at December 31, 2024 by and under the supervision of Superior’s management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded that Superior’s DC&P and ICFR were designed and operating effectively as at December 31, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Superior’s audited consolidated financial statements were prepared in accordance with IFRS. The significant accounting policies are described in the audited consolidated financial statements for the year ended December 31, 2024, except for changes disclosed below. Certain of these accounting policies, as well as estimates made by management in applying such policies, are recognized as critical because they require management to make subjective or complex judgments about matters that are inherently uncertain. Superior’s critical accounting estimates relate to the allowance for doubtful accounts, employee future benefits, deferred income tax assets and liabilities, the valuation of financial and non-financial derivatives, asset impairments, estimating liabilities under the cap and trade programs, the translation of the January 1, 2023 opening retained earnings and cumulative translation adjustment on the transition to a US dollar presentation currency and estimating the incremental borrowing rate on leases.

Changes in Accounting Policies and Disclosures

Amendments to IAS 1, Presentation of Financial Statements ("IAS 1")

Adopted January 1, 2024, IAS 1 clarifies the requirements for classifying liabilities as current or non-current and introduces additional disclosures of material information that enables users of financial statements to comprehend the risk that non-current liabilities with covenants may become payable within the next twelve months. The amendment has been applied retrospectively and had no material impact on the consolidated financial statements.

Amendment to IFRS 16, Leases ("IFRS 16")

Adopted January 1, 2024, IFRS 16 specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. This amendment has been applied retrospectively and had no material impact on the consolidated financial statements.

Amendments to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments: Disclosures

Adopted January 1, 2024, these standards clarify the characteristics of supplier finance arrangements and require certain disclosures on these arrangements, intended to assist users of financial statements in understanding their impacts on the companies' liabilities and cash flows. This amendment has been applied retrospectively and had no material impact on the consolidated financial statements.

Amendment to IAS 12, International Tax Reform—Pillar Two Model Rules

Adopted January 1, 2024, this amendment to IAS 12 includes temporary mandatory relief from recognizing and disclosing deferred taxes related to Pillar Two income taxes. The Company adopted the amendments to IAS 12 and applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The global minimum tax rules are effective for the current fiscal year and arise in or in relation to jurisdictions where the operations of the Company have an effective tax rate below 15%.

Presentation Currency

Effective January 1, 2024, Superior elected to change its presentation currency from Canadian dollars to U.S. dollars. The comparative financial statements were translated as if the U.S. dollar had been used as the reporting currency since the beginning of 2010. Amounts denominated in Canadian dollars within the notes to these audited

consolidated financial statements are denoted with "C$" immediately prior to the stated amount. The Company believes that the change in reporting currency to U.S. dollars will provide more relevant information for the users of the audited consolidated financial statements as approximately 75% of the Company's consolidated revenues and consolidated assets are derived from operations in the United States. The Company's Canadian operations are determined to have the Canadian dollar as their functional currency since their operating, financing and investing transactions are predominately denominated in Canadian dollars. The financial statements of these operations are translated into U.S. dollars using the current rate method, whereby assets and liabilities are translated at the rate prevailing at the balance sheet date, and revenue and expenses are translated using average rates for the period. Unrealized gains or losses arising as a result of the translation of the financial statements of these entities are reported as a component of other comprehensive income (loss) ("OCI") and are accumulated in a component of equity on the consolidated balance sheets, and are not recorded in income unless there is a complete or substantially complete sale or liquidation of the investment.

Recent Accounting Pronouncements

The recent accounting pronouncements are consistent with those disclosed in the annual consolidated financial statements as at and for the year ended December 31, 2024, except for the following:

Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates

In August 2023, the IASB issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates. The amendments address the lack of exchangeability of illiquid currencies and specify how an entity determines the exchange rate when a currency is not readily exchangeable at the measurement date as well as additional required disclosures. When a currency is not exchangeable, an entity estimates the spot rate as the rate that would have been applied to an orderly transaction between market participants at the measurement date and that would reflect the prevailing economic conditions. An entity must disclose information that would enable users to evaluate how a currency's lack of exchangeability affects financial performance, financial positions, and cash flows of an entity. The amendments to IAS 21 are effective January 1, 2025, with early adoption permitted. Superior is currently assessing the impact of these amendments on its consolidated financial statements.

IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued a new IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18") replacing IAS 1. The new guidance is expected to improve the usefulness of information presented and disclosed in the financial statements of companies. IFRS 18 introduces the following key changes:

Structure of the statement of income (loss - IFRS 18 introduces a defined structure for the statement of income (loss) composed of operating, investing, financing categories with defined subtotals, such as operating earnings (loss), earnings (loss) before financing and income taxes and net earnings (loss) for the year. The new guidance also requires disclosure of expenses in the operating category by nature, function or a mix of both on the face of the statement of income (loss).
Disclosures on management defined performance measures (MPMs) - IFRS 18 requires companies to disclose definitions of company-specific MPMs that are related to the statement of income (loss) and provide reconciliations between the MPMs and the most similar specified subtotals within the statement of income (loss) in a single note.
Aggregation and disaggregation (impacting all primary financial statements and notes) - IFRS 18 sets out enhanced guidance on the principles of how items should be aggregated based on shared characteristics. The changes are expected to provide more detailed and useful information to investors.

IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. Superior is currently assessing the impact of this new IFRS accounting standard on its consolidated financial statements.

Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled using an electronic payment system. The amendments also clarify the requirements for assessing whether a financial asset meets the solely payments of principal and interest criterion, and adds disclosure requirements for financial instruments with certain contingent features and for equity investments designated at fair value through other comprehensive income. The amendments are effective January 1, 2026, with early adoption permitted. The amendments are required to be adopted retrospectively by adjusting the opening balance of financial assets, financial liabilities and retained earnings at the date of adoption. The Company is assessing the impact of the amendments on the Company's consolidated financial statements.

QUARTERLY FINANCIAL AND OPERATING INFORMATION

(millions of dollars, except per share amounts)	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
Revenue	702.3	359.4	422.9	897.7	724.3	395.9	433.5	928.8
Gross profit	374.9	209.1	235.2	465.2	377.4	215.5	201.1	400.3
Net (loss) earnings	4.2	(62.0)	(45.3)	85.2	57.8	(80.1)	(29.4)	109.3
Per share, basic	($0.00)	($0.27)	($0.20)	$0.30	$0.20	($0.34)	($0.16)	$0.47
Per share, diluted	($0.00)	($0.27)	($0.20)	$0.30	$0.20	($0.34)	($0.16)	$0.47
Adjusted EBITDA (1)	159.2	17.4	43.3	235.6	162.3	18.6	29.5	204.3
Net working (deficit) capital (2)	12.7	(105.8)	(88.3)	2.0	(40.5)	(104.2)	(40.5)	42.4

(1) Adjusted EBITDA is a Non-GAAP financial measure, see “Non-GAAP financial measures and reconciliations” on page 25.
(2) Net working (deficit) capital is comprised of trade and other receivables, prepaid expenses and deposits and inventories, less trade and other payables, contract liabilities, and dividends payable.

Fluctuations in Superior's individual quarterly results is subject to seasonality. Sales typically peak in the first quarter when approximately one-third of annual propane and other refined fuels sales volumes and gross profits are generated due to the demand of heating from end-use customers. They then decline through the second and third quarters, rising seasonally again in the fourth quarter with heating demand. In addition, the timing of acquisitions and divestitures may impact quarterly results. For information on acquisitions see Note 3 Acquisitions in the December 31, 2024 annual audited consolidated financial statements.

Superior Plus Corp.
31
2024 Annual and Fourth Quarter Results

Volumes

U.S Propane sales by end-use application are as follows:

(millions of gallons)	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
Residential	61	17	24	82	64	19	28	91
Commercial	48	25	30	58	50	30	36	63
Total	109	42	54	140	114	49	64	154

Canadian Propane sales by end-use application are as follows:

(millions of gallons)	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
Residential	14	4	7	16	14	5	7	20
Commercial	65	39	47	75	67	41	49	90
Total	79	43	54	91	81	46	56	110

Wholesale Propane sales by region (1) are as follows:

(millions of gallons)	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
United States	85	59	53	98	89	63	70	112
Canada	20	8	10	24	19	8	9	20
Total	105	67	63	122	108	71	79	132

(1) Wholesale propane sales volumes exclude inter-segment sales.

CNG sales by region are as follows:

(thousands of MMBtu)	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
United States	5,781	5,992	5,850	6,214	4,850	4,803	1,724	-
Canada	1,524	1,047	1,162	1,837	1,290	868	311	-
Total	7,305	7,039	7,012	8,051	6,140	5,671	2,035	-

(1) CNG Q2 2023 sales volumes are from the date of acquisition to June 30, 2023.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

Throughout the MD&A, Superior has used the following terms that are not defined by IFRS, but are used by management to evaluate the performance of Superior and its business. These measures may also be used by investors, financial institutions and credit rating agencies to assess Superior's performance and ability to service debt. Non-GAAP financial measures do not have standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP financial measures be clearly defined, qualified and reconciled to their most comparable IFRS financial measures. Except as otherwise indicated, these Non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific items may only be relevant in certain periods.

The intent of Non-GAAP financial measures is to provide additional useful information to investors and analysts, and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP financial measures differently. Investors should be cautioned that Adjusted EBITDA from operations and Adjusted EBITDA should not be construed as alternatives to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior's performance.

Non-GAAP financial measures are identified and defined as follows:

Adjusted EBITDA and Adjusted EBITDA per share

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, losses (gains) on disposal of assets, finance expense, restructuring costs, transaction, restructuring and other costs, unrealized gains (losses) on

Superior Plus Corp.
2024 Annual and Fourth Quarter Results

derivative financial instruments, except for unrealized gains (losses) related to equity derivative contracts and realized gains (losses) on foreign currency forward contracts. Adjusted EBITDA is used by Superior and investors to assess its consolidated results and ability to service debt. Adjusted EBITDA is consistent with Superior's segment profit (loss) as disclosed in Note 26 of the audited consolidated financial statements.

Adjusted EBITDA is a significant performance measure used by management and investors to evaluate Superior's ongoing performance of its businesses. Adjusted EBITDA is also used as one component in determining short-term incentive compensation for certain management employees. Adjusted EBITDA is consistent with Segment Profit as disclosed in Note 26 of the audited consolidated financial statements. Adjusted EBITDA per share is calculated by dividing Adjusted EBITDA by the weighted average shares assuming the exchange of the issued and outstanding preferred shares into common shares.

Superior changed the definition of Adjusted EBITDA from its historical definition to exclude the realized gains (losses) on foreign currency forward contracts and include unrealized gains (losses) related to equity derivatives. The foreign currency forward contracts were used to provide a hedge on the translation of U.S. denominated Adjusted EBITDA to Canadian dollars. As a result of the change in presentation currency, management is no longer hedging U.S. denominated Adjusted EBITDA and is excluding these realized gains (losses) from Adjusted EBITDA as there is no longer an offsetting gain (loss) on the translation of U.S. denominated Adjusted EBITDA. Management is currently not entering into similar instruments related to the translation of Canadian denominated Adjusted EBITDA. This change has been made retrospectively. In addition to the change in presentation currency, effective January 1, 2024 Superior implemented hedge accounting for Superior's long-term incentive plan and related equity derivatives, and now includes these unrealized gains/losses as part of Adjusted EBITDA. The intention of this change in accounting policy is to reduce some of the volatility related to changes in Superior's share price on the long-term incentive costs.

The seasonality of Superior's individual quarterly results must be assessed in the context of annualized Adjusted EBITDA.

Adjusted EBTDA and Adjusted EBTDA per share

Adjusted EBTDA is calculated as Adjusted EBITDA less interest on borrowings and interest on lease liability. Adjusted EBTDA per share is calculated by dividing Adjusted EBTDA by the weighted average shares assuming the exchange of the issued and outstanding preferred shares into common shares. Adjusted EBTDA is used by Superior to measure performance of key senior management.

Adjusted EBITDA from operations

Adjusted EBITDA from operations is defined as the sum of U.S. Propane, Canadian Propane, Wholesale Propane and CNG segment profit (loss). Management uses Adjusted EBITDA from operations to set targets for Superiors' operating segments (including annual guidance and variable compensation targets). Note 26 of the audited consolidated financial statements discloses the segment profit (loss).

Below is a reconciliation of net earnings to EBITDA and Adjusted EBITDA related to CNG for the period of January 1, 2023 to the date of acquisition. The Adjusted EBITDA number is used as part of 2023 Pro Forma Adjusted EBITDA to include the impact of the Certarus acquisition from January 1, 2023, as the full economic benefit of CNGs 2023 Adjusted EBITDA prior to the close of the Certarus acquisition was retained in the business. The pro forma Adjusted EBITDA for CNG for the period of January 1, 2023 to the date of acquisition was approximately $67.5 million.

Superior Plus Corp.
33
2024 Annual and Fourth Quarter Results

For the period January 1, 2023 to the date of acquisition
CNG
Net earnings before income taxes for the year ended December 31, 2023
55.1
Adjust for:
Amortization and depreciation
64.4
Finance expense
6.1
EBITDA
125.6
Adjust for transaction, restructuring and other costs
12.6
Adjusted EBITDA for the year ended December 31, 2023
138.2
Less Adjusted EBITDA from the date of acquisition to December 31, 2023
(70.7)
Adjusted EBITDA for the period January 1, 2023 to the date of acquisition
67.5

The above Adjusted EBITDA earned from January 1, 2023 to March 31, 2023 was $47.2M and from April 1, 2023 to the date of acquisition was $20.3M.

Adjusted Gross Profit

Adjusted gross profit represents revenue less cost of sales adjusted for realized gains and losses on commodity derivative instruments related to risk management. Management uses Adjusted Gross Profit to set margin targets and measure results. Unrealized gains and losses on commodity derivative instruments are excluded as a result of the customer contract not being included in the determination of the fair value for this risk management activity.

Realized gain (loss) on derivatives related to commodity risk management reconcile to total gain (loss) follows:

	Three months ended December 31,		Year ended December 31,
	2024	2023	2024	2023
Realized gains (losses) related to commodity risk management
U.S. Propane	(0.9)	(2.8)	1.6	(21.4)
Wholesale Propane	(0.3)	(1.4)	0.1	(10.3)
Realized (losses) gains included in Adjusted Gross profit	(1.2)	(4.2)	1.7	(31.7)
Unrealized gain on equity derivative contracts	(3.2)	-	(6.2)	-
Losses included in Adjusted EBITDA	4.4	(4.2)	4.5	(31.7)
Unrealized loss on equity derivative contracts	-	(1.1)	-	(2.7)
Foreign currency forward contracts, net	2.0	11.3	(8.7)	6.7
Unrealized (losses) gains related to commodity risk management	7.2	(10.6)	7.4	23.4
Unrealized gain (loss) on U.S. dollar debt issued by a Canadian entity	(35.2)	14.9	(47.1)	14.3
(Loss) gain on derivatives and foreign currency translation of borrowings	(30.4)	10.3	(52.9)	10.0

For additional details on Superior's financial instruments, including the amount and classification of gains and losses recorded, summary of fair values, notional balances, effective rates and terms, and significant assumptions used in the calculation of the fair value of Superior's financial instruments, see Note 16 to the audited consolidated financial statements for the year ended December 31, 2024.

Superior Plus Corp.
34
2024 Annual and Fourth Quarter Results

Per MSU amounts

Per MSU amounts represent the operating results of CNG divided by the average number of MSUs for the period. Superior uses per average MSU amounts to evaluate operating productivity. Per MSU amounts are presented in thousands of dollars.

Adjusted EBITDA per average MSU

Adjusted EBITDA per average MSU is used to evaluate the productivity during a reporting period. Adjusted EBITDA per average MSU is equal to Adjusted EBITDA divided by the average number of MSUs for the period.

Operating Costs

Operating costs for the U.S., Canadian, Wholesale Propane and CNG segments include wages and benefits for employees, drivers, service and administrative labour, fleet maintenance, freight and distribution expenses excluded from cost of sales, along with the costs associated with owning and maintaining land, buildings and equipment, such as rent, repairs and maintenance, environmental, utilities, insurance and property tax costs. Operating costs exclude gains or losses on disposal of assets, depreciation and amortization, transaction, restructuring and integration costs.

Corporate operating costs include wages and benefits for employees, professional fees and other costs associated with the corporate function. Corporate operating costs are defined as SD&A expenses related to the corporate office adjusted for amortization and depreciation, gains or losses on disposal of assets and transaction, restructuring and integration costs. As a result of implementing hedge accounting for Superior’s long-term incentive plan and related equity derivatives, Superior now includes these unrealized gains/losses as part of Corporate operating costs. See above for a reconciliation of gains (losses) on derivatives and foreign currency translation of borrowings included in Adjusted EBITDA.

Net Debt, Pro Forma Adjusted EBITDA and Leverage Ratio

Pro Forma Adjusted EBITDA and Net debt are Non-GAAP financial measures. Superior uses Pro Forma Adjusted EBITDA and Net debt to calculate its Leverage ratio and, as a result, Leverage ratio is a Non-GAAP ratio. This ratio is used by Superior, investors and other users of financial information to assess its ability to service debt.

Pro Forma Adjusted EBITDA is Adjusted EBITDA calculated on a 12-month trailing basis giving pro forma effect to acquisitions to the first day of the calculation period. Pro Forma Adjusted EBITDA is used by Superior to calculate its Leverage Ratio.

2023 Pro Forma Adjusted EBITDA is used to provide comparable 2023 results which reflect pro forma adjustment impact related to CNG for the period of January 1, 2023 to the date of the acquisition on May 31, 2023. This adjustment is reconciled to CNGs net income for the same period above.

Net Debt is calculated by the sum of borrowings and lease liabilities before deferred financing fees reduced by Superior cash and cash equivalents and Vendor Note. Net Debt is used by Superior to calculate its Leverage Ratio.

Leverage ratio is determined by dividing Superior’s Net Debt by their Pro Forma Adjusted EBITDA.

Superior Plus Corp.
35
2024 Annual and Fourth Quarter Results

Reconciliation of Net debt and Pro Forma Adjusted EBITDA

(in millions)	2024	2023
Current borrowings	7.2	8.5
Current lease liabilities	43.5	48.0
Non-current borrowings	1,696.6	1,684.7
Non-current lease liabilities	121.8	132.9
	1,869.1	1,874.1
Add back deferred financing fees and discounts	13.3	17.4
Deduct cash and cash equivalents	(17.1)	(30.7)
Net debt	1,865.3	1,860.8
Adjusted EBITDA for the year	455.5	414.7
Pro-forma adjustment	-	67.5
Pro-forma Adjusted EBITDA for the trailing-twelve months	455.5	482.2
Leverage Ratio	4.1x	3.9x

RISK FACTORS TO SUPERIOR

Superior’s assessment and summary of its material risk factors are detailed in Superior’s most recent Annual Information Form (“AIF”) under “Risks associated with our business” which is filed on the Canadian Securities Administrators’ website, www.sedarplus.ca, and on Superior’s website, www.superiorplus.com. The AIF describes some of the most material risks to Superior’s business by type of risk: financial; corporate; operational; and legal. Additional risks not disclosed in the most recently published AIF are:

International Trade Relations

The U.S. government has indicated its intent to alter its approach to international trade policy, including the possibility of renegotiating certain existing trade agreements with foreign countries, such as the United States Mexico Canada Agreement. In addition, the U.S. government has indicated that it is considering imposing tariffs on certain foreign goods, and related to this, certain foreign governments, including Canada, have indicated the possibility of imposing tariffs on U.S. goods. It remains unclear what the U.S. government, the Canadian government and other foreign governments will or will not do with respect to tariffs or other international trade agreements and policies. Trade disruption caused by governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact our supply chain and the domestic and foreign markets for our products and, thus, to have a material adverse effect on our businesses and results of operations.

Current economic conditions

Adverse and uncertain economic conditions may impact consumer demand for our products. The global economy is currently characterized by increased volatility and uncertainty, particularly, in connection with the effects of increased inflation, the threat and imposition of tariffs, higher interest rates and the consequential change in investor’s perceptions of inflationary expectations and the geopolitical crises in Ukraine and the Middle East, including Israel and the Suez Canal.

Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns. Superior’s success depends upon, among other things, its ability to obtain certain sales volume, its ability to attract new consumers and its ability to provide products that appeal to consumers at the right price. Prolonged unfavorable economic conditions may have an adverse effect on our sales and profitability.

Superior Plus Corp.
36
2024 Annual and Fourth Quarter Results

AI assistant

Superior Plus Corp. — Management Reports 2025

42632_rns_2025-02-26_6aeab89b-c673-44e0-9e52-566a3e2e0b64.pdf

MANAGEMENT'S DISCUSSION AND ANALYSIS

Non-GAAP Financial Measures

Forward-Looking Information

Overview of Superior and Basis of Presentation

HIGHLIGHTS

FINANCIAL RESULTS

Results for the year ended December 31, 2024

Results for the three months ended December 31, 2024

RESULTS OF SUPERIOR’S OPERATING SEGMENTS

U.S. PROPANE

U.S. Propane’s results of operations for the three months ended December 31, 2024

Financial Outlook

CANADIAN PROPANE

Canadian Propane Gross Profit

Canadian Propane Sales Volumes

Volumes by End-Use Application

Volumes by Region (1)

Canadian Propane's results of operations for the year ended December 31, 2024

Canadian Propane's results of operations for the three months ended December 31, 2024

Financial Outlook

Wholesale Propane’s results of operations for the year ended December 31, 2024

Wholesale Propane’s results of operations for the three months ended December 31, 2024

Financial Outlook

CNG Distribution

CNG results of operations for the year ended December 31, 2024

CNG results of operations for the three months ended December 31, 2024

Financial Outlook

CORPORATE OPERATING COSTS

Results for the year ended December 31, 2024

Results for the three months ended December 31, 2024

CONSOLIDATED CAPITAL EXPENDITURE SUMMARY

CONSOLIDATED TRANSACTION, RESTRUCTURING AND OTHER COSTS

FINANCIAL OVERVIEW - GAAP FINANCIAL INFORMATION

INCOME TAXES

LIQUIDITY AND CAPITAL RESOURCES

Debt Management Update

Borrowing

SHAREHOLDERS' CAPITAL

DIVIDENDS

Dividends Declared to Common Shareholders

Dividends Declared to Preferred Shareholders

SUMMARY OF CASH FLOW

FINANCIAL OUTLOOK

U.S. and Canadian Propane

Wholesale Propane

CNG

FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Sensitivity Analysis

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Changes in Internal Controls over Financial Reporting

Effectiveness

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Changes in Accounting Policies and Disclosures

Presentation Currency

Recent Accounting Pronouncements

Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates

IFRS 18, Presentation and Disclosure in Financial Statements

Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures

QUARTERLY FINANCIAL AND OPERATING INFORMATION

Volumes

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

Adjusted EBITDA and Adjusted EBITDA per share

Adjusted EBTDA and Adjusted EBTDA per share

Adjusted EBITDA from operations

Adjusted Gross Profit

RISK FACTORS TO SUPERIOR

International Trade Relations

Current economic conditions

More from Superior Plus Corp.

Superior Plus Corp. Management Reports 2025