Superior Plus Corp. — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

Superior Plus

NOTICE OF OUR 2025 ANNUAL AND SPECIAL MEETING

Please join us at our 2025 Annual and Special meeting of shareholders

WHEN

May 13, 2025

4 p.m. (Eastern time)

WHERE

Virtual only meeting via audio webcast at:

https://meetnow.global/MLUW4VY

WHAT THE MEETING WILL COVER

• Receiving our 2024 consolidated financial statements and the related auditor's report (page 21)
• Electing our directors (page 21)
• Appointing our auditor (page 21)
• Voting on adopting a stock option plan (page 22)
• Voting on reducing the stated capital of our common shares (page 23)
• Voting on our approach to executive compensation (page 25)
• Considering any other business properly presented at the meeting (page 26)

YOUR VOTE IS IMPORTANT

The management information circular tells you about the items of business, who can vote and how you can vote. Please read it carefully, and remember to vote.

Shareholders may contact Kingsdale Advisors, our strategic advisor by telephone at 1-866-581-1571 (toll-free in North America) or 1-416-623-2518 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Whether or not you plan to attend the virtual meeting, you can vote in advance by proxy. Simply complete, date and sign the enclosed proxy or voting instruction form, and mail it in the envelope provided so that it is received no later than 4 p.m. (Eastern time) on May 9, 2025 to: Computershare Trust Company of Canada, Proxy department, 8th floor, 100 University Avenue, Toronto, Ontario M5J 2Y1.

By order of the board of directors,

"David P. Smith"

David P. Smith

Chair of the Board

Superior Plus Corp.

Toronto, Ontario

March 25, 2025

Where to get a copy of the management information circular and our other documents

We use notice and access to deliver meeting materials (this notice and the management information circular) to beneficial holders of our shares. Notice and access is a set of rules developed by the Canadian Securities Administrators that allows companies to post meeting materials online, reducing paper and mailing costs.

If you're a registered shareholder or you have given us instructions to send you printed documents, your management information circular is attached to this notice, and we have mailed you a copy of our 2024 consolidated financial statements and related management's discussion and analysis together with our report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) (Supply Chain Report) which we are required to provide with such financial statements.

Beneficial Shareholders are asked to consider signing up for Electronic Delivery ("E-delivery") of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to www.proxyvote.com and sign in with your control number, vote for the resolutions at the meeting and following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

All other shareholders can download these documents after April 11, 2025:

• from our website: www.superiorplus.com
• from our profile on SEDAR+: www.sedarplus.ca

Prior to the meeting, if you prefer to have a printed copy of these documents, contact our head office right away and we'll send you one free of charge within three business days after receiving such request. If you wish to receive a printed copy of the documents prior to the proxy deadline, we should receive your request by April 18, 2025:

call toll-free (866) 490-PLUS (7587)

email investor-relations@superiorplus.com

write Superior Plus

3610-155 Wellington Street West,

Toronto, Ontario M5V 3H1

fax (416) 340-6030

Superior Plus