Superior Plus Corp. — Proxy Solicitation & Information Statement 2024

Mar 15, 2024

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SECQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on Tuesday, May 14, 2024

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

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

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 4:00 pm, EDT, on Friday, May 10, 2024.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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To Vote Using the Internet
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To Receive Documents
Electronically
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To Virtually Attend
the Meeting
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• Call the number listed BELOW from a touch • Go to the following web site: • You can enroll to receive future securityholder • You can attend the meeting virtually by visiting tone telephone. www.investorvote.com communications electronically by visiting the URL provided on the back of this 1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code www.investorcentre.com. document. to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

SECQ_PRX_360833/000001/000001/i

SAM SAMPLE

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C9999999999 C9999999999
C9999999999
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IND C01

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Appointment of Proxyholder

I/We being holder(s) of securities of Superior Plus Corp. (the “Corporation”) hereby appoint: Allan A. MacDonald, President and Chief Executive Officer of the Corporation, or failing this person, Darren Hribar, Senior Vice President and Chief Legal Officer (the "Management Nominees")

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/SuperiorPlus and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held via live webcast online at https://meetnow.global/MLPTRPF on Tuesday, May 14, 2024 at 4:00 pm, EDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors For Against	For	Against		For	Against	------- Fold
01. Catherine M. Best 02. Jennifer M. Grigsby			03. Patrick E. Gottschalk
04. Douglas J. Harrison 05. Calvin B. Jacober			06. Mary B. Jordan
07. Allan A. MacDonald 08. Michael J. Horowitz			09. David P. Smith
				For	Withhold
2.Appointment of Auditors
On the appointment of Ernst & Young LLP, Chartered Professional Accountants as auditors of the Corporation at			such remuneration as may be
approved by the directors of the Corporation.
3.Approach to Executive Compensation				For	Against
RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of	the board, the shareholders accept the approach to
executive compensation disclosed in this information circular.
4.Vote on Renewing the Shareholder Rights Plan				For	Against
RESOLVED THAT the continued existence of the Amended and Restated Shareholder Rights Plan		Agreement dated as of February 16, 2012 (as
last amended and restated on May 8, 2018) between Superior Plus Corp. ("Superior") and	Comput	ershare Trust	Company of Canada is hereby			------- Fold

RESOLVED THAT the continued existence of the Amended and Restated Shareholder Rights Plan Agreement dated as of February 16, 2012 (as last amended and restated on May 8, 2018) between Superior Plus Corp. (" Superior ") and Computershare Trust Company of Canada is hereby ratified and reconfirmed.

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On amendments or variations to the matters identified in the Notice of Annual General Meeting and on all other matters that may properly come before the Meeting or any adjournment thereof in such manner as the person above named may see fit.

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

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Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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S E C Q

3 6 0 8 3 3

1 A P I

A R 2

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