Superior Plus Corp. — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

Superior Plus

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on Tuesday, May 13, 2025

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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
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, whether routine or contested 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 9, 2025.

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

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
• 1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this document.

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

022IGB

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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.

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 audio webcast online at https://meetnow.global/MLUW4VY on Tuesday, May 13, 2025 at 4:00 pm, EDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Against		For	Against		For	Against
01. Catherine M. Best	☐	☐	02. Jean Paul (J.P.) Gladu	☐	☐	03. Patrick E. Gottschalk	☐	☐
04. Jennifer M. Grigsby	☐	☐	05. Michael J. Horowitz	☐	☐	06. Calvin B. Jacober	☐	☐
07. Allan A. MacDonald	☐	☐	08. Laura L. Schwinn	☐	☐	09. David P. Smith	☐	☐
10. William T. Yardley	☐	☐

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. Approval of Stock Option Plan

Ordinary resolution, the full text of which is set out in the management information circular (the "Information Circular") dated March 25, 2025, approving the Stock Option Plan, as more fully described in the Information Circular.

4. Reduction of Stated Capital of the Common Shares

Special resolution, the full text of which is set out in the Information Circular, approving that the stated capital account maintained in respect of the common shares of the Corporation is reduced such that the stated capital per share is Cdn $5.00, as more fully described in the Information Circular.

5. Advisory Vote on Executive Compensation

Advisory resolution to accept the Corporation's approach to executive compensation, as more fully described in the Information Circular.

On amendments or variations to the matters identified in the Notice of Annual General and Special Meeting and on all other matters that may properly come before the Meeting or any adjournment or postponement 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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s) ____
Date ____

D D I M M I Y Y

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐ Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

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.

SECQ

379296

AR2

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0221HD