Superior Plus : NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

For the Annual General Meeting of Shareholders to be held on May 9, 2023

NOTICE OF OUR 2023 ANNUAL GENERAL MEETING

Please join us at our 2023 annual general meeting of shareholders

WHEN

May 9, 2023

4 p.m. (Eastern time)

WHERE

Virtual only meeting via audio webcast at: meetnow.global/MGCH9ZV

WHAT THE MEETING WILL COVER

• Receiving our 2022 consolidated financial statements and the related auditor's report (page 19)
• Electing our directors (page 19)
• Appointing our auditor (page 19)
• Voting on our approach to executive compensation (page 20)
• Considering any other business properly presented at the meeting (page 20)

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.

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 5, 2023 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 8, 2023

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 2022 consolidated financial statements and related management's discussion and analysis.

All other shareholders can download these documents after March 10, 2023:

• from our website: www.superiorplus.com
• from our profile on SEDAR: www.sedar.com

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. Note that we have to receive your request by April 13, 2023:

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

email investor- [e-mail]

write Superior Plus

401-200 Wellington Street West, Toronto, Ontario M5V 3C7

fax [phone]

INFORMATION ON ATTENDING THE VIRTUAL MEETING

Superior will be holding its meeting in a virtual-only format. Attending the virtual meeting enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have appointed themselves as proxyholders, to attend the meeting, ask questions and vote, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the meeting. Guests, including non-registered (beneficial) shareholders who have not duly appointed a proxyholder, can log in to the meeting as set out below. Guests can watch the meeting but are not able to vote or ask questions. If you participate in the virtual meeting, it is important that you are connected to the internet at all times during the meeting. It is your responsibility to ensure connectivity for the duration of the virtual meeting. The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). You should allow ample time to check into the virtual meeting and complete the below procedure. For any technical difficulties experienced during the check-in process or during the meeting, please contact Computershare at 1-888-724-2416 (Local) or 1-781-575-2748 (International) for assistance.

• Log in online at: meetnow.global/MGCH9ZV. We recommend that you log in at least 15 minutes before the meeting starts to avoid any technical and logistical issues
• Select JOIN MEETING NOW
• If you are a Registered Shareholder, select "Shareholder" and then enter the 15-digit control number, or if you are a duly appointed proxyholder, select "Invitation" and enter your Invite Code

OR

• If you are a guest or a Non-Registeredshareholder who has not appointed a proxyholder, select
  "Guest" and then complete the online form. Please note, guests will not be able to ask questions or vote at the meeting.

Once you log in to the virtual meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the meeting as a guest.

Registered shareholders: The 15-digit control number is located on the form of proxy or in the email notification you received.

Duly appointed proxyholders: Computershare Trust Company of Canada ("Computershare") will provide the proxyholder with an Invite Code by email after the voting deadline has passed and the proxyholder has been duly appointed AND registered.

Non-Registeredshareholders who have not appointed themselves as proxyholders to participate and vote at the meeting may log in as a guest, by clicking on "Guest" and completing the online form; however, they will not be able to vote or submit questions.

For a non-registered(beneficial) shareholder to be appointed as proxyholder, you MUST submit your voting instruction form, appointing yourself as proxyholder as per the instructions set forth in the form prior to

4 p.m. (Eastern time) on May 5, 2023 (the "proxy deadline"). YOU MUST ALSO register yourself as proxyholder at http://www.computershare.com/SuperiorPlus prior to the proxy deadline to receive an Invite Code via email. Failure to register yourself as proxyholder with Computershare will result in you not receiving an Invite Code that is required to vote at the meeting and only being able to attend as a guest.

Shareholders who wish to appoint a third-partyproxyholderto represent them at the virtual meeting must submit their proxy form or voting instruction form (as applicable) prior to registering their proxyholder.

Registering the proxyholder is an additional step once a Shareholder has submitted their proxy form or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

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For US non-registered(beneficial) shareholdersto attend and vote at the virtual meeting, you must first obtain a valid legal proxy form from the intermediary that holds your shares and then register in advance to attend the meeting. Follow the instructions from your intermediary enclosed with this notice or contact your intermediary to request a valid legal proxy form. After first obtaining a valid legal proxy form, to then register to attend the meeting, you must submit a copy of your valid legal proxy form to Computershare in order to register to attend the meeting. Requests for registration should be directed to Computershare by email at [e-mail] and must be labeled as "Legal Proxy" and be received no later than the proxy deadline. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Please note that YOU MUST ALSO register your appointment at http://www.computershare.com/SuperiorPlus prior to the proxy deadline.

If you attend the meeting online and intend to vote your shares at the online meeting, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. You should allow ample time to check into the meeting online and complete the related registration.

Shareholders with questions about attending the virtual meeting or voting, can contact Computershare at 1 [phone].

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TO OUR SHAREHOLDERS

Superior is pleased to report on the company's
strong performance in 2022 especially given the	60%
macro economic context of the global COVID-19	50%
pandemic early in the year and challenges due to	40%

rising inflation and labour costs as well as impacts 30%
from volatile commodity costs.	20%
Highlights from the year include:	10%
0%
> Superior earned Adjusted EBITDA(1) of	-10%
-20%
$449.8 million, an increase of $51.4 million or	2017
13% from 2021. The Adjusted EBITDA earned was
above the mid-point of our 2022 Adjusted

EBITDA guidance range of $425 - $465 million primarily due to the impact of acquisitions in US Propane and higher average margins in Canadian Propane, partially offset by increased labour and fuel costs in both businesses due to inflation and higher corporate costs.

5 YEAR SHAREHOLDER RETURN (as of December 31)

2018	2019	2020	2021	2022
Superior Plus			Annual
S&P TSX Index
		dividend
S&P Composite High Dividend Index

$0.72

in 2022

• Superior had a net loss from continuing operations for 2022 of $87.9 million compared to net earnings from continuing operations of $17.2 million in the prior year. The decrease is primarily due to a loss on derivatives and foreign currency translation of borrowings and higher selling, distribution and administrative costs, partially offset by higher gross profit, lower finance expense and income tax expense.
• We closed eight acquisitions in 2022 for total consideration of $519 million and late in the year announced the transformative acquisition of Certarus Ltd. ("Certarus"), a leading North American low carbon energy solutions provider for $1.05 billion. The Certarus acquisition is expected to provide Superior with a significant organic growth business and positions us well for transition to a low carbon future, by adding complementary high growth low carbon fuels, including Compressed Natural Gas ("CNG"), Renewable Natural Gas ("RNG") and hydrogen to our extensive distribution platform.
• We announced the planned retirement of our President and Chief Executive Officer, Luc Desjardins and appointed a succession committee of the board to determine a successor. In February, 2023, the committee concluded its work and we announced the appointment of our new President and Chief Executive Officer, Allan A. MacDonald, who will join Superior on April 3, 2023.
• The total shareholder return, including the reinvestment of dividends, of our common shares on the TSX in 2022 was -10%, primarily due to the 14% decrease in the share price of our common shares during the year. For the five-year period reflected in the graph above, the combined annual growth rate of our common shares of approximately 5.0% was lower than the total shareholder returns of the S&P TSX Composite index and the S&P Composite High Dividend index, which were 6.9% and 7.4%, respectively.

CEO Succession

In August 2022, we announced the planned retirement of Mr. Luc Desjardins as President and Chief Executive Officer and a director of Superior by July 31, 2023 and that a succession committee of the board of directors had been formed to select a new President and Chief Executive Officer. Following an extensive recruitment process, the board of directors approved the appointment of Mr. Allan MacDonald as the new President and Chief Executive Officer of Superior to be effective April 3, 2023.

1. Adjusted EBITDA is a non-GAAP financial measure. Refer to the Non-GAAP financial measures section of this document and page 46 of Superior's 2022 annual MD&A for more information on non-GAAP financial measure.

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