WHISTLEBLOWER POLICY

 

Superior Plus Corp.

As a publicly traded corporation, the integrity, transparency and accountability of the financial, administrative and management practices of Superior Plus Corp. ("Superior") is critical. This information guides the decisions of board of directors (the "Board") of Superior Plus Corp. and is relied upon by shareholders of Superior and the financial markets. For these reasons, it is critical for Superior and its divisions, partnerships, affiliates and subsidiaries (collectively referred to as "Superior Plus") to maintain a workplace where concerns regarding questionable business practices can be raised without fear of any discrimination, retaliation or harassment.

All directors, officers, employees and consultants of Superior Plus are encouraged to promptly report either orally or in writing to their immediate supervisor, all evidence of activity by a department, director, officer, employee or consultant that may constitute any of the following:

• questionable accounting practices;
• inadequate internal accounting controls;
• the misleading or coercion of auditors;
• disclosure of fraudulent or misleading financial information;
• instances of corporate fraud;
• any material misrepresentation in any written or oral disclosure made by or on behalf of Superior Plus;
• breaches of the Superior Plus policy on trading in securities; and
• other activities which may violate the Superior Plus Code of Business Conduct and Ethics.

In instances where a satisfactory response is not received from your immediate supervisor, or if you are uncomfortable addressing your concerns to your supervisor, the employee may contact any senior officer of the Superior Plus.

In instances where a satisfactory response is not received from such senior officer, or if you are uncomfortable addressing your concerns to a senior officer, you may contact the ConfidenceLineTM, an independent, interactive telephone service provider that is available 24 hours a day, 7 days a week at: 1-800-661-9675, in French and English. (Español: 1-800-499-2996). Your concerns will be reported to the company designate without revealing your identity.

Employees and consultants are encouraged to provide as much specific information as possible when communicating concerns, including names, dates, places and events that took place, the employee's or consultant's perception of why the incident(s) may be a violation, and what action the employee or consultant recommends be taken.

Initial inquiries will be made to determine whether an investigation is appropriate, and the form it should take. Some concerns may be resolved by agreed action without the need for investigation.

All serious allegations will be thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action and subject to applicable law.

Any individual who in good faith reports such incident described above will receive a response and will be protected from threats of retaliation, harassment, discharge, or other types of discrimination including but not limited to respecting compensation or terms and conditions of employment, that are directly related to the disclosure of such reports. If any employee or other person believes they have been unfairly or unlawfully retaliated against in respect of a report made by such employee or person under this policy, they may file a complaint with their supervisor or with a senior officer in instances where they are uncomfortable filing the complaint with their supervisor. If such a person is uncomfortable filing the complaint with a supervisor or any senior officer, they may file their complaint with the Lead Director.

This policy was approved by the Board of Directors on February 18, 2009.

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