CaribPR Wire

The Company is pleased to announce that all matters presented at the Meeting were approved, including the special resolution (the “Arrangement Resolution”) approving the arrangement with Sunoco LP (the “Arrangement”) and election of all ten nominees listed in the management information circular dated May 26, 2025 (the “Information Circular”). The complete results of voting for business considered at the Meeting are set out below and are made available on Parkland’s SEDAR+ profile at www.sedarplus.ca.

The Arrangement remains subject to other closing conditions, including regulatory approvals and the final approval by the Court of King’s Bench of Alberta. The Arrangement is expected to close in the second half of 2025.

Resolution 1

Approval of the Arrangement Resolution:

Resolution 2

Election of directors of Parkland to hold office until the close of the next annual meeting of shareholders, until their successor is elected or appointed, or until they otherwise cease to hold office:

Resolution 3

Reappointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of Parkland until the close of the next annual meeting of shareholders, with remuneration to be determined by the board of directors of Parkland:

Resolution 4

Approval, on a non-binding and advisory basis, of Parkland’s approach to executive compensation as set forth and described in the Information Circular:

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the final approval of the Court of King’s Bench of Alberta, receipt of regulatory approvals, satisfaction of the conditions precedent to the Arrangement and the anticipated timing of closing of the Arrangement.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, regulatory, market and business conditions; the completion of the Arrangement on anticipated terms and timing, or at all, including obtaining court approval, regulatory approvals and other customary closing conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; the expected timing of the court approval and the anticipated effective date of the Arrangement may be changed or delayed; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, and under the heading “Risk Factors” in the Information Circular, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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The Supplemental Indentures amended the Indentures by (collectively, the “COC Amendments”):

(a) eliminating Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

(b) amending the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

The Supplemental Indentures became effective upon their execution and are binding on all Holders, as defined in that certain consent solicitation statement issued on May 27, 2025 (the “Consent Solicitation Statement”), including those who did not deliver a consent at or prior to the Expiration Date, as defined in the Consent Solicitation Statement. The COC Amendments will cease to become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent.

This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. Please refer to the earlier press releases dated May 27, 2025 and June 10, 2025, in connection with the consent solicitations for more information.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Transaction.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

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ISS noted that “when viewed in proper context, there are compelling reasons to believe that this deal is the best path forward for shareholders.” Among the reasons cited were the offer premium, flexible consideration (subject to pro-ration), the absence of competing proposals, support from Parkland’s largest shareholder, and the opportunity for shareholders to participate in future upside potential of the combined entity.¹

Glass Lewis emphasized the compelling fit and enhanced diversification, scale and optionality of the combined platform. Further, the firm specifically cited the advantages of the C-corp holding structure and improved capital markets access for the combined company.¹

In addition to the endorsements from ISS and Glass Lewis, the Arrangement has been supported by fairness opinions provided to Parkland’s Board of Directors by each of Goldman Sachs Canada Inc. and BofA Securities, Inc., and to the independent Special Committee of the Board of Directors by BMO Nesbitt Burns Inc. Parkland’s Special Committee and Board of Directors have unanimously recommended shareholders vote FOR the Arrangement.

Voting and Meeting Details
To ensure your vote is counted, shareholders must submit their votes by Friday, June 20, 2025, at 9:00 a.m. (Calgary Time). Parkland encourages shareholders to vote today to avoid missing this deadline.

In addition to voting on the proposed Arrangement with Sunoco, shareholders will be asked to consider several important matters at the Meeting, including the election of the Company’s Board of Directors, the appointment of Parkland’s auditor, an advisory, non-binding vote on Parkland’s approach to executive compensation, and to receive Parkland’s audited financial statements for 2024. These matters received overwhelming support from ISS and Glass Lewis.

The Meeting will be held on June 24, 2025, at 9:00 a.m. (Calgary Time) at the Calgary TELUS Convention Centre in Calgary, Alberta.

The Management Information Circular and related Meeting materials can be found on Parkland’s SEDAR+ profile at www.sedarplus.ca, as well as at ParklandSunoco.ca.

Questions? Need Help Voting?
If you have questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected]

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

About Sunoco LP
Sunoco (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. Sunoco’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. Sunoco’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: Parkland’s Annual and Special Meeting of Shareholders and the timing thereof;

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s Annual and Special Meeting of Shareholders and the results thereof, Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

As a result, Parkland will execute amendments to the indentures governing the Notes to (collectively, the “Proposed COC Amendments”):

(a) eliminate Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

(b) amend the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

The consent solicitations expired as of 5:00 p.m., Eastern Daylight Time, on June 9, 2025 (the “Expiration Date”). Parkland, the applicable Guarantors and the applicable trustee will execute supplemental indentures for each series of Notes to amend the applicable indentures as described above. Each supplemental indenture will be effective when executed but will not become operative if the Transaction is not consummated or if the applicable consent fees are not paid to the applicable depositary or tabulation agent.

Subject to the terms and conditions of the applicable consent solicitation, Parkland will pay the applicable consent fees to the applicable depositary or tabulation agent for distribution to holders of the Notes who delivered valid and unrevoked consents prior to the Expiration Date. For each US$1,000 principal amount of US dollar denominated notes or C$1,000 principal amount of Canadian dollar denominated notes, as applicable, US$0.50 or C$0.50 of the consent fees, as applicable for each series of Notes, shall be due and payable promptly (and in any event within three business days) after the applicable Expiration Date, and US$0.50 or C$0.50 of the consent fees, as applicable for each series of Notes, shall be due and payable on or prior to the closing date of the Transaction (or as promptly as practicable thereafter).

This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The consent solicitation statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. are serving as solicitation agents with respect to the consent solicitations. D.F. King & Co., Inc. is serving as information agent and tabulation agent in connection with the consent solicitations with respect to the US dollar denominated Notes. Computershare Investor Services Inc. is serving as tabulation agent in connection with the consent solicitations with respect to the Canadian dollar denominated Notes. Questions or requests for assistance related to the consent solicitations or for a copy of the consent solicitation statement and other related documents may be directed to Barclays Capital Inc. at (212) 528-7581 and RBC Capital Markets, LLC / RBC Dominion Securities Inc. at (212) 618-7843 and (416) 842-6311, respectively, or to D.F. King & Co., Inc. at (212) 269-5550 and (800) 659-5550.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Transaction and the consent solicitations.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction, the consent solicitations, including the timing thereof, and the Proposed COC Amendments. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Establishes a Scalable Platform for Long-Term Value Creation

CALGARY, AB, May 28, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company” or “our”) (TSX: PKI) today announced the filing of its Management Information Circular (the “Circular”) and accompanying materials for the upcoming annual and special meeting (the “Meeting”) of the Parkland shareholders (the “Company Shareholders”) in connection with its previously announced strategic transaction involving Sunoco LP (”Sunoco”), and a wholly-owned subsidiary of Sunoco group (”SunocoCorp”).

This transformative transaction marks a pivotal moment for Parkland, delivering immediate value to Company Shareholders while positioning the combined company for long-term growth. The transaction will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta) (the “Arrangement”).

The Best Path Forward for Parkland and Our Shareholders

Parkland’s board of directors (the “Parkland Board”) unanimously recommends that Company Shareholders vote FOR the special resolution approving the Arrangement (the “Arrangement Resolution”).

Key benefits of the Arrangement include:

Immediate Value and Future Upside

• The Arrangement represents a 25% premium based on the 7-day volume-weighted average price of both the Parkland shares and Sunoco units as of May 2, 2025.
• Company Shareholders benefit from the flexibility to choose one of three forms of consideration:
  • C$19.80 in cash and 0.295 common units of SunocoCorp (which will be a newly listed NYSE public company that holds an interest in Sunoco);
  • C$44.00 in cash¹; or
  • 0.536 SunocoCorp common units¹.
• Company Shareholders who receive SunocoCorp common units will be able to participate in future upside, including potential dividend growth, resulting from the combined business. For two years post-closing, holders of SunocoCorp common units will receive dividends on their units equal to the distributions made to holders of Sunoco common units.

The Strategic Rationale for the Arrangement

• The combined company will be one of the largest independent fuel distributors in the Americas, creating greater scale and stability, and is expected to grow returns, improve margins and increase distributable cash flow per unit.
• The transaction leverages the complementary strengths of both companies to create a more diversified portfolio spanning Canada, the U.S., and the Caribbean, reducing single-industry exposure while improving earnings resiliency and minimizing volatility.
• The combined company is expected to achieve US$250 million in annual run-rate synergies by the third year, strengthening financial performance and boosting shareholder returns.

Sunoco’s Commitment to Responsible Stewardship and Growth in the Markets Parkland Serves

• Sunoco will maintain a Canadian headquarters in Calgary and significant employment levels in Canada.
• Sunoco is committed to ongoing investment in Canadian operations, including the Burnaby Refinery and Parkland’s transportation energy infrastructure expansion plans.
• The combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the U.S., and the Caribbean in support of both existing and new opportunities.

These commitments affirm a vote of confidence in Canada, with Sunoco returning to a country where it has a long history of investment.

Additional Factors

The Arrangement is the result of arm’s length negotiations between Parkland and Sunoco with the Company Special Committee (the “Special Committee”) actively overseeing the process and guiding management and advisors. Following this thorough process, the Special Committee and the Parkland Board concluded that the consideration payable to Company Shareholders reflects Sunoco’s highest price.

The Special Committee and the Parkland Board evaluated the Arrangement in light of Parkland’s financial condition, operational performance, strategic alternatives, and market conditions. After reviewing fairness opinions provided to the Parkland Board by Goldman Sachs Canada Inc. and BofA Securities Inc., as well as a fairness opinion provided to the Special Committee by BMO Nesbitt Burns Inc., all of which deemed the consideration fair from a financial perspective, the Special Committee unanimously determined the Arrangement is in the best interests of Parkland and its shareholders.

Based on this determination, the Special Committee recommended, and the Board unanimously endorsed, the Arrangement. The transaction is not subject to financing conditions, and Sunoco has demonstrated a strong commitment to completing it efficiently. The reasons for the Parkland Board’s unanimous recommendation are more fully described under the headings “The Arrangement – Recommendation of the Parkland Board” and “The Arrangement – Reasons for the Recommendations” in the Circular.

The Arrangement is subject to court approval, Company Shareholder approval, regulatory approvals and other customary closing conditions.

Other Business at the Meeting

In addition to considering and voting on the Arrangement Resolution, Company Shareholders will also deal with several important matters at the Meeting (the “Annual Matters”), the first three of which will be subject to a shareholder vote. These include:

1. Election of Directors: Company Shareholders will be asked to elect the slate of current Parkland Board members (other than Lisa Colnett who is not standing for re-election): Felipe Bayon, Nora Duke, Robert Espey, Sue Gove, Timothy Hogarth, Richard Hookway, Michael Jennings, Angela John, James Neate, and Mariame McIntosh Robinson to the Parkland Board to complete the Arrangement. The Company did not receive any nominations under its advance notice bylaw.
2. Appointment of Auditor: Company Shareholders will vote on the reappointment of PricewaterhouseCoopers LLP as the auditor of Parkland for the upcoming fiscal year and authorize the Parkland Board to fix their remuneration.
3. Advisory Vote on Executive Compensation: Company Shareholders will have the opportunity to cast a non-binding advisory vote on Parkland’s approach to executive compensation.
4. Review of Financial Statements: Company Shareholders will receive the Company’s audited financial statements for the fiscal year ended December 31, 2024, along with the accompanying auditor’s report.

The Parkland Board recommends that Company Shareholders vote FOR each of the Annual Matters to ensure strong governance and operational excellence during this transitional period.

Meeting and Voting Details:

The Meeting will be held on June 24, 2025, at 9:00 a.m. (Calgary Time), in person at the Calgary TELUS Convention Centre in Calgary, Alberta. Company Shareholders are encouraged to review the Circular, which provides detailed information about the Arrangement and voting instructions. Company Shareholders are urged to vote well in advance of the Meeting and in any event, prior to the Voting Deadline, on June 20, 2025, at 9:00 A.M. (Calgary Time).

The mailing of the Circular and accompanying materials to Company Shareholders of record as of May 23, 2025 has commenced.

The Circular and related Meeting materials can be found on Parkland’s SEDAR+ profile at www.sedarplus.ca, as well as at ParklandSunoco.ca. Company Shareholders may request copies of the Circular and Meeting materials by electronic mail or by courier by sending an email to [email protected] no later than 10 business days prior to the Meeting, or any adjournment or postponement thereof.

If you have questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected].

Vote Online

Registered Company Shareholders: Visit www.investorvote.com with your 15-digit control number.

Beneficial Company Shareholders: Visit www.proxyvote.com with your 16-digit control number.

Vote by Telephone

Registered Company Shareholders: Call toll-free at 1-866-732-8683 (in North America) or 1-312-588-4290 (in countries outside of North America) with your 15-digit control number.

Beneficial Company Shareholders: Call 1-800-474-7493 for English and 1-800-474-7501 for French (in Canada) or 1-800-454-8683 (in the United States) with your 16-digit control number.

Vote by Mail

Registered Company Shareholders: Complete, sign and date your BLUE form of proxy and return it in the postage paid envelope included in your package by mail in accordance with the instructions therein.

Beneficial Company Shareholders: Complete, sign and date your BLUE voting instruction form and return it in the postage paid envelope included in your package by mail in accordance with the instructions therein.

Questions? Need Help Voting?
If you have questions or need assistance voting when you receive the Circular and accompanying materials, please contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected].

To obtain current information about the Arrangement and the Annual Matters, please visit ParklandSunoco.ca.

About Parkland Corporation
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

About Sunoco LP
Sunoco (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. Sunoco’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. Sunoco’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “commit”, “ensure”, “enhance”, “expect”, “increase”, “ongoing”, “will”, and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Arrangement, and the anticipated benefits thereof; the consideration payable to the Company Shareholders under the Arrangement; the business of the Combined Company after giving effect to the Arrangement; the expected value creation resulting from the arrangement; anticipated tax efficiencies associated with SunocoCorp structure; the anticipated dividends payable to holders of SunocoCorp Common Units; the listing of SunocoCorp on the NYSE; the business, financial performance, operations and size of the Combined Company; Sunoco’s commitment to maintaining a Canadian headquarters in Calgary for the Combined Company; the Combined Company’s free cash flow and anticipated uses thereof; the mailing of Parkland’s Circular and accompanying materials to Company Shareholders; and the Meeting, and the anticipated timing and location thereof;

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; the completion of the Arrangement on anticipated terms and timing, or at all, including obtaining court approval, Company Shareholder approval, regulatory approvals and other customary closing conditions; the anticipated benefits of the Arrangement may not be realized; the consideration to be received by Company Shareholders is subject to proration, such that a Company Shareholder may not receive all of the consideration in the form that they elect to receive; the SunocoCorp Common Units to be received by Company Shareholders as a result of the Arrangement will have different rights from the Company shares; the amount of any dividends or distributions to be paid by SunocoCorp following the Arrangement will not be guaranteed; anticipated tax treatment; potential litigation relating to the Arrangement that could be instituted against Sunoco or Parkland; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the Arrangement; certain restrictions during the pendency of the Arrangement that may impact Parkland’s ability to otherwise operate its business; the expected timing of the Meeting, the court approval and the anticipated effective date of the Arrangement may be changed or delayed; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, under the headings “Forward-Looking Information” and “Risk Factors” included in the Management’s Discussion and Analysis dated May 5, 2025, and under the heading “Risk Factors” in Parkland’s Circular, dated May 26, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca and www.parklandsunoco.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Under each Indenture, the consummation of the Transaction would constitute a Change of Control (as defined in such Indenture). A Change of Control Triggering Event with respect to a series of Notes (as defined in the applicable Indenture) would occur if a decrease by one or more gradations (including gradations within the ratings categories, as well as between categories) (a “Ratings Decline”) by certain ratings agency or agencies occur within 90 days before or after the earliest of (x) a Change of Control (as defined in the applicable Indenture), (y) the date of public notice of the occurrence of a Change of Control (as defined in the applicable Indenture) or (z) public notice of the intention of Parkland to effect a Change of Control (as defined in the applicable Indenture) (with such 90-day period to be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by an applicable rating agency). If a Change of Control Triggering Event (as defined in the applicable Indenture) with respect to a series of Notes occurs, each holder of such series would have the right to require Parkland to repurchase all or any part of such holder’s Notes of that series on the terms set forth in the applicable Indenture. If a Change of Control Offer (as defined in the applicable Indenture) is made with respect to a series of Notes, Parkland would be required to offer a cash payment equal to 101% of the principal amount of the Notes of that series to be purchased, plus accrued and unpaid interest. Subsequent to the announcement of the Transaction, Standard & Poor’s Rating Services, Moody’s Investor Services Inc. and DBRS Limited each released reports with respect to the Notes, none of which included a downgrade of the rating of the Notes or an announcement of consideration for possible downgrade of the rating of the Notes. Fitch Ratings, Inc. does not provide a rating with respect to the Notes.

Subject to the conditions described in the consent solicitation statement dated May 27, 2025, as amended from time to time (the “Consent Solicitation Statement”), Parkland is seeking consent from the holders of each series of Notes to amend the Indenture for each such series to (collectively, the “Proposed COC Amendments”):

a) eliminate Parkland’s potential obligation under such Indenture to make a “Change of Control Offer” (as defined in such Indenture) as a result of the Transaction; and

b) amend the defined term “Change of Control” in such Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.

With respect to each series of the Notes, the adoption of the Proposed COC Amendments will require the valid and unrevoked consents of holders of at least a majority of the aggregate outstanding principal amount of such series as of the applicable Record Date (as defined below). Receipt of the requisite consent with respect to one series of Notes is not a condition to the completion of the Consent Solicitation with respect to any other series of Notes.

Each Consent Solicitation will expire at 5:00 p.m., Eastern Daylight Time, on June 9, 2025 (such date and time with respect to a Consent Solicitation, as the same may be terminated or extended by Parkland from time to time, in its sole discretion, the “Expiration Date”). Only holders of record of the USD Notes as of 5:00 p.m., Eastern Daylight Time, on May 23, 2025 and holders of record of the CAD Notes as of 5:00 p.m., Eastern Daylight Time, on May 26, 2025 (each, a “Record Date”), are eligible to deliver consents to the Proposed COC Amendments applicable to such series of Notes. Parkland may, in its sole discretion, abandon, terminate, amend or extend any Consent Solicitation with regard to a series of Notes at any time and from time to time as described in the Consent Solicitation Statement.

Only holders of Notes of a series as of the applicable Record Date who deliver valid and unrevoked consents to the Proposed COC Amendments on or prior to the earlier of the applicable Consent Time (as defined in the Consent Solicitation Statement) and the Expiration Date for such series shall receive the Consent Fees set forth in the table above, which are subject to the terms and conditions set forth in the Consent Solicitation Statement. Payment of the consent fees with respect to each series of Notes is subject to the satisfaction (or waiver) by Parkland of certain conditions, including receipt of the applicable requisite consents.

This press release is for informational purposes only and the Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Holders of any series of Notes are urged to read and carefully consider the information contained in the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed COC Amendments. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy any series of Notes or any other securities. The Consent Solicitation Statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. are serving as solicitation agents with respect to the Consent Solicitations. D.F. King & Co., Inc. is serving as Information Agent and Tabulation Agent in connection with the Consent Solicitations with respect to the USD Notes. Computershare Investor Services Inc. is serving as Tabulation Agent in connection with the Consent Solicitations with respect to the CAD Notes. Questions or requests for assistance related to the Consent Solicitations or for additional copies of the Consent Solicitation Statement and other related documents may be directed to Barclays Capital Inc. and RBC Capital Markets, LLC / RBC Dominion Securities Inc. at (212) 528-7581, (212) 618-7843 and (416) 842-6311, respectively, or to D.F. King & Co., Inc. at (212) 269-5550 and (800) 659-5550.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release, the words “believes”, “expects”, “expected”, “will”, “plan”, “intends”, “target”, “would”, “seek”, “could”, “projects”, “projected”, “anticipates”, “estimates”, “continues” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Transaction and the Consent Solicitations.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction, the Consent Solicitations, including the timing thereof, and the Proposed COC Amendments. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties. For more information, please see the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca.

The forward-looking statements contained herein are expressly qualified by this cautionary statement.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

For more information: Investor Inquiries, 1-855-355-1051, [email protected].

“Our first quarter of 2025 saw a recovery from 2024 as the refinery offset a slow start to the year and a one-time $53 million impact due to a decision to exit the California compliance market,” said Bob Espey, President and Chief Executive Officer. “It is still early in the year, and as we assess performance across our business, we are encouraged by several positive developments. Our International segment continues to deliver strong growth, refining margins have been stronger than anticipated, and we expect a robust driving season in Canada. While the macroeconomic and regulatory environment remains volatile, these tailwinds highlight the resilience of our portfolio and reinforce my confidence in the foundation we have built at Parkland.”

Q1 2025 Highlights

• Achieved Adjusted EBITDA¹ of $375 million, an increase of $48 million as compared to Q1 2024, primarily driven by the 11-week unplanned shutdown of the Burnaby Refinery in the comparative period and strong performance in the International business. These were partially offset by the commercial decision to wind down our California compliance market positions, resulting in realized losses of $53 million within the Canadian segment², and weaker performance in the USA.
• Net earnings of $64 million ($0.37 per share, basic), as compared to net loss of $5 million ($0.03 per share, basic) in Q1 2024, and Adjusted earnings³ of $65 million ($0.37 per share, basic³), as compared to $43 million ($0.25 per share, basic) in Q1 2024.
• Trailing twelve months (”TTM”) Available cash flow³ of $586 million ($3.37 per share³), as compared to $762 million ($4.34 per share) as of March 31, 2024. TTM Cash generated from (used in) operating activities⁴ of $1,604 million ($9.21 per share⁴), as compared to $1,683 million ($9.56 per share) as of March 31, 2024. These decreases were largely due to a significantly lower refining margin environment during the second half of 2024, realized losses due to the wind down of our California compliance market positions in the first quarter of 2025, and higher acquisition, integration and other costs during the last nine months of 2024 primarily associated with restructuring activities and implementing enterprise-wide systems.
• Return on invested capital³ (”ROIC”) was 7.6 percent for the trailing twelve months ended March 31, 2025 as compared to 8.9 percent, for the same period in 2024.
• Maintained Leverage Ratio⁵ of 3.6 times (3.6 times in Q4 2024) and liquidity available⁴ of $2 billion.

Q1 2025 Segment Highlights

• Canada delivered Adjusted EBITDA of $110 million, as compared to $186 million in Q1 2024. The decrease was primarily driven by the commercial decision to wind down our California compliance market positions, resulting in realized losses of $53 million, and the sale of the commercial propane business in Q4 2024.
• International delivered Adjusted EBITDA of $181 million, as compared to $147 million in Q1 2024. The increase was driven by higher volume and margins in the commercial and wholesale businesses from strategic and recurring customers and strength in our South American region.
• USA delivered Adjusted EBITDA of $16 million, as compared to $31 million in Q1 2024. The decrease was driven by macroeconomic pressures continuing to impact fuel and convenience demand in line with broader industry trends, as well as regulatory developments that also impacted Parkland’s ability to capture supply optimization opportunities associated with moving refined product between Canada and the U.S.
• Refining delivered Adjusted EBITDA of $79 million, as compared to an Adjusted EBITDA loss of $33 million in Q1 2024. The increase relative to Q1 2024 was primarily driven by an 11-week unplanned shutdown in the comparative period. Composite utilization⁶ at the Burnaby Refinery was approximately 76 percent in Q1 2025, as compared to approximately 20 percent in Q1 2024. The Burnaby Refinery successfully completed a three-week planned maintenance in the quarter and performed safely and reliably which allowed us to benefit from favourable market conditions.
• Parkland’s total recordable injury frequency rate⁶ on a TTM basis was 1.13, compared to 1.07 at Q1 2024.

Consolidated Financial Overview

Q1 2025 Conference Call and Webcast Details

Following the announcement of Parkland’s definitive agreement to be acquired by Sunoco LP and associated conference call held earlier today, our planned webcast and conference call on Thursday, May 6, 2025, at 6:30 am MT (8:30 am ET) has been cancelled.

MD&A and Annual Consolidated Financial Statements

The Management’s Discussion and Analysis for the three months ended March 31, 2025 (the “Q1 2025 MD&A”) and Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2025 (the “Q1 2025 Condensed Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the three months ended March 31, 2025. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval+ (”SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q1 2025 MD&A and the Q1 2025 Condensed Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: business strategies, objectives and initiatives; ; International’s continued strong growth; an expected robust driving season in Canada; portfolio resilience; and confidence in Parkland’s foundation.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: the strategic review that Parkland initiated on March 5, 2025 (the “Strategic Review”), the process and the timing thereof, whether the strategic review will result in Parkland undertaking a transaction, and if so, the terms and timing relating thereto, the completion thereof and realizing benefits resulting therefrom; general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business objectives, projects and strategies, including the completion, financing and timing thereof, realizing the benefits therefrom, meeting our targets, outlook and commitments relating thereto, and the impact of the Strategic Review thereon; and other factors, many of which are beyond the control of Parkland and the assumptions and risks described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recently filed Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” in the Q4 2024 MD&A, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release as expressly qualified by these cautionary statements.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards as issued by the International Accounting Standards Board (”IFRS Accounting Standards”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with the IFRS Accounting Standards. See Section 15 of the Q1 2025 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain items that are not reflective of the Company’s underlying business operations.

See Section 15 of the Q1 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss) and Adjusted earnings (loss) per share.

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and the calculation of Adjusted earnings (loss) per share.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to set targets (including annual guidance and variable compensation target) and monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. See Section 15 of the Q1 2025 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Available cash flow and Available cash flow per share. See the following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

ROIC is a non-GAAP financial ratio. The measure is calculated as a ratio of Net operating profit after tax (”NOPAT”) divided by average invested capital. NOPAT describes the profitability of Parkland’s base operations, excluding the impact of leverage and certain other items of income and expenditure that are not considered representative of Parkland’s underlying core operating performance. NOPAT is based on Adjusted EBITDA, defined in the “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release, less depreciation and amortization expense, including pro-forma depreciation on assets classified as held for sale, and the estimated tax expense using the expected average tax rate estimated using statutory tax rates in each jurisdiction where Parkland operates. Average invested capital is the amount of capital deployed by Parkland that represents the average of opening and closing debt, including debt liabilities classified as held for sale, as well as shareholder’s equity, including equity reserves, net of cash and cash equivalents. We use this non-GAAP measure to assess Parkland’s efficiency in investing capital.

ISS has determined that Simpson does not meet the control threshold
ISS questions Simpson’s proposed strategy and CEO candidate

Parkland’s Executive Chairman, Michael Jennings,

releases message

to all shareholders

CALGARY, AB, April 29, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland” or “the Company”) (TSX: PKI) today commented on the report¹ issued by Institutional Shareholder Services Inc. (”ISS”), a leading independent proxy advisory firm, regarding the election of directors at Parkland’s Annual General Meeting scheduled for May 6, 2025. In addition, Parkland’s Executive Chairman, Michael Jennings released a short video to all shareholders. It can be viewed here.

ISS affirmed that Simpson Oil Limited (”Simpson”) has failed to meet the high bar required to justify a control slate, stating explicitly:

“… the bar for a control slate is high, and the dissident has not cleared it outright.”

ISS also highlighted significant deficiencies in Simpson’s proposed business strategy, noting:

“The dissident’s plan is light on details regarding capital allocation and which businesses would be potential divestitures, where specific cost savings would be identified and what a potential timeline for realization would be.”

“…the lack of detail provided makes it difficult for shareholders to objectively assess the dissident’s execution of its plan, if it is successful in this campaign, and as such does not warrant full control of the board.”

Further, ISS has recommended withholding support from Simpson’s nominee Mark Davis, who is also their proposed interim CEO, illustrating concerns over Simpson’s lack of depth and clarity in leadership transition planning.

In contrast, ISS endorsed Parkland’s recent strategic initiatives, including the ongoing strategic review and the comprehensive CEO search, emphasizing that Parkland’s Board is appropriately structured to oversee these processes and deliver value to all shareholders.

The choice for shareholders is clear: a vote for Parkland’s nominees is a vote for an experienced, diverse, and independent Board stewarding a credible and thorough strategic review and acting in the best interest of all shareholders.

Reminder: Continue Voting ONLY the BLUE Proxy ‘FOR’ the Parkland Nominees

Regardless of the recommendations issued by the proxy advisors, Parkland urges all shareholders to continue ONLY voting ‘FOR’ Parkland’s nominees on the BLUE Proxy ensuring the Company continues to be led by directors committed to rigorous governance and maximizing value for all shareholders. The deadline for voting is May 2, 2025, at 9:00 a.m. (Mountain Time).

Shareholders needing voting assistance may contact Kingsdale Advisors at 1-888-518-6832 (toll-free in North America), 1-647-251-9740 (text and call enabled outside North America), or email [email protected]. Please visit www.ourparkland.ca for additional information about the Parkland Nominees and reasons to only vote the BLUE Proxy.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: Parkland’s Annual General Meeting of Shareholders and the expected timing thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s Annual General Meeting of Shareholders and the results thereof, Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-510-2154 (toll-free) (Conference ID: 48036). International participants may call 1-437-900-0527 (Conference ID: 48036). Additionally, the Rapid Connect URL https://emportal.ink/42KxRDG will allow participants to join from anywhere in the world. Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca. Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.ca and www.sedarplus.ca after the results are released. Annual General Meeting of Shareholders Parkland will host its 2025 Annual General Meeting of Shareholders (”AGM”) on Tuesday, May 6, 2025, at 9:00 a.m. MDT (11:00 a.m. EDT). The meeting will be conducted at the Telus Convention Centre, 136 8th Avenue SE, Calgary, Alberta, T2G 0K6, Canada. Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy”), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.ca, and on the Company’s website. The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees. For the latest information, please visit ourparkland.ca. How to Vote on the BLUE Proxy: Online:

• Registered Shareholders: www.investorvote.com
• Beneficial Shareholders: www.proxyvote.com

By Telephone:

• Registered Shareholders:
  • North America: 1-866-732-8683
  • International: 1-312-588-4290
• Beneficial Shareholders:
  • Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
  • U.S.: 1-800-454-8683

Questions? Need Help Voting?

• Contact Kingsdale Advisors:
  • 1-888-518-6832 (Toll-free in North America)
  • 1-647-251-9740 (International – call or text)
  • Email: [email protected]

About Parkland Corporation Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance. Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization. Forward-Looking Statements Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: Parkland’s AGM and the expected timing thereof. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Encourages Shareholders to Continue Voting ONLY on the BLUE Proxy

CALGARY, AB, April 21, 2025 /PRNewswire/ — Parkland Corporation (”Parkland” or the “Company”) (TSX: PKI) today announced that it has published a presentation, available for download here that comprehensively refutes the claims being advanced by Simpson Oil Limited (”Simpson”) and demonstrates Parkland’s refreshed, experienced, and independent Board is the right team to lead the Company through its ongoing Strategic Review process.

“This is a clear attempt by a minority shareholder to seize full control of Parkland without offering a control premium to its fellow shareholders—and without the experience or qualifications required to oversee a complex strategic review,” said Michael Jennings, Executive Chair of Parkland. “The hand-picked Simpson dissident slate lacks independence, expertise, and credibility. In contrast, Parkland’s Board is highly independent, has significant and relevant expertise, and is committed to advancing a thorough process that delivers value for all shareholders—not just one.”

Shareholders should have all the key facts ahead of the upcoming Annual General Meeting. These points make clear why Parkland’s independent and experienced Board is best positioned to lead the Strategic Review and to deliver long-term value for ALL shareholders—and why it deserves your full support.

1. Simpson has Nominated an Unqualified, Inexperienced, and Unfit Slate of Directors

In nearly two years of agitation, the Simpson family has failed to put forward a qualified alternative to Parkland’s current Board, a credible CEO candidate, or serious alternative plan. Contrary to Simpson’s claims, their proposed slate lacks independence, public company experience, and relevant industry expertise.

Their nominees include:

• Two family office employees with no meaningful public company or industry experience
• A banker from Parkland’s lead bank, clearly conflicted—his decision to join the dissident slate reflects poor judgment and exemplifies Simpson’s approach to doing business
• A failed small-cap CEO as an interim CEO candidate
• A local Cayman real estate broker, with no observable public company experience

This slate lacks independence, credibility, and the expertise required to steward a company like Parkland. It has been assembled for one purpose: to give the Simpson family unchecked control of the Company.

Michael Jennings’ new role as Executive Chair strengthens Parkland by bringing his track record of performance to operate the Company and his unparalleled experience in the industry and capital markets to drive a credible and thorough Strategic Review process.

2. Simpson Wants Full Control — Without Paying Shareholders a Premium

Let’s be clear: this is not about representation—it’s about total control.

Despite owning just under 20% of Parkland, the Simpson family is seeking full control of the Company without paying a control premium to other shareholders. Over the past 12 months, Parkland’s Board and management have engaged in numerous meetings and calls with the Simpson family, during which they made one thing unequivocally clear: they would accept nothing short of complete control of Parkland. Their goal is to advance their personal financial interests at the expense of other shareholders.

The Simpson family now claims publicly that their slate of nine nominees is “independent,” but their private communications reveal otherwise. They explicitly rejected Parkland’s offer to jointly vet and appoint truly independent directors—including highly qualified candidates identified through an impartial third-party search firm, Sue Gove and Felipe Bayon—solely because these candidates were outside the Simpsons’ personal control.

Their claim of independence is contradicted by their own statements and actions. Shareholders should recognize this slate for what it is: an attempt to seize control without paying a control premium, through hand-picked nominees who are neither independent nor qualified.

3. Simpson has Demonstrated a Pattern of Disregard for Fiduciary Duties to all Shareholders

The Simpson family has demonstrated, repeatedly, a troubling pattern of behaviour that is fundamentally incompatible with the fiduciary duties required of a public company board.

Their previously nominated directors circumvented Parkland’s established Board and Special Committee processes to privately solicit an offer from a bidder. These discussions prioritized the Simpson family’s personal financial interests over the broader shareholder base, negatively impacting Parkland’s ability to negotiate a full and fair price on behalf of all other shareholders—an act that flies in the face of good governance and transparency. Regrettably, this is not an isolated incident; similar behaviour occurred several years ago during Parkland’s negotiations to acquire Canadian retail assets.

If the Simpson family succeeds in installing their chosen slate, shareholders can have no confidence they will act in the interests of anyone other than themselves. Their actions to date strongly indicate that future decisions would be designed to enrich the Simpson family—not maximize value for all shareholders.

4. A Credible and Thorough Strategic Review Is Underway — Designed for All Shareholders, Not Just Simpson

The current Board is conducting a robust and independent Strategic Review, led by a refreshed, highly qualified Board composed of a supermajority of independent directors with deep expertise in energy, capital markets, and corporate governance.

Guided by the singular objective of maximizing value for all shareholders, Parkland’s Strategic Review is already attracting significant interest and is overseen by a Special Committee of independent, highly qualified directors—including former CEOs and senior executives—with support from Goldman Sachs Canada and BofA Securities.

In contrast to Simpson’s agenda, which prioritizes their personal financial gains and unique tax circumstances, Parkland’s Strategic Review is rooted in rigorous governance and accountability, thoroughly evaluating all opportunities to unlock the Company’s full value.

5. Parkland’s Current Board is Truly Independent — Refreshed, Experienced, and Accountable to All Shareholders

Over the past two years, Parkland has made significant changes to its Board, appointing six new independent directors with exceptional track records across energy, governance, and M&A, chosen through multiple independent global search firms and our independent committee structure. These individuals bring deep operational and strategic expertise—precisely what is required to oversee a company of Parkland’s size and complexity, and to steward a successful Strategic Review process.

The choice facing shareholders is clear: an experienced, diverse, and independent Board acting in the best interest of all shareholders—or an unqualified, conflicted slate chosen by a single shareholder with a narrow financial agenda.

Shareholders Are Urged to Vote the BLUE Proxy for Parkland’s Director Nominees

The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy“), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company’s website.

The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees.

For the latest information, please visit ourparkland.ca.

How to Vote on the BLUE Proxy:

Online:

• Registered Shareholders: www.investorvote.com
• Beneficial Shareholders: www.proxyvote.com

By Telephone:

• Registered Shareholders:
  • North America: 1-866-732-8683
  • International: 1-312-588-4290
• Beneficial Shareholders:
  • Canada: 1-800-474-7493 (English) / 1-800-474-7501 (French)
  • U.S.: 1-800-454-8683

Questions? Need Help Voting?

• Contact Kingsdale Advisors:
  • 1-888-518-6832 (Toll-free in North America)
  • 1-647-251-9740 (International – call or text)
  • Email: [email protected]

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the objectives of the Parkland Board; the objective of the Simpson family; Parkland’s AGM; the distribution of proxy materials in connection with the AGM and the expected timing thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Michael Jennings, Chair of the Board, Appointed as Executive Chair

Provides Preliminary Q1 2025 Results Amidst Macroeconomic and Regulatory Volatility

CALGARY, AB, April 16, 2025 /PRNewswire- Hispanic PR Wire/ — Parkland Corporation (”Parkland” or the “Company”) today announced key management and business updates.

CEO Succession

Bob Espey has informed the Board of Directors that he will step down as President and Chief Executive Officer of Parkland.

“On behalf of the Board, I would like to thank Bob for his vision and leadership over the last fifteen years as President & CEO,” said Michael Jennings, Executive Chair of Parkland. “Bob has led Parkland through a period of exponential growth, transforming the Company from a small regional fuel retailer into one of Canada’s leading fuel and convenience retailers with international operations in twenty-six countries. We thank him for his unwavering commitment and dedication.”

“Serving as Parkland’s CEO has been the opportunity of a lifetime. I want to thank the entire Parkland team — past and present — for their incredible dedication and drive. I am proud of what we have built together,” said Mr. Espey. “Over the past few months, it became clear that stepping down and announcing my departure may help bring resolution to the situation with Simpson Oil Limited and benefit all shareholders. I remain deeply committed to Parkland and will support a smooth transition to new leadership. I look forward to working closely with Michael in his new role as Executive Chair.”

The Board of Directors has formed a CEO search committee (the “Search Committee”) comprised of independent directors to oversee an extensive executive search process to select a qualified candidate to replace Mr. Espey. Mr. Espey’s deep understanding of Parkland’s operations will provide continuity during the search process. He will stay on until the appointment of a new CEO, the completion of the strategic review, or December 31, 2025, whichever occurs first.

Update to Board Responsibilities

Effective immediately, Michael Jennings is appointed Executive Chair. In addition to providing continued leadership to the Board, Mr. Jennings will remain focused on the governance and delivery of a disciplined strategic review process which is being led by a Special Committee of experienced directors, supported by Goldman Sachs Canada and BofA Securities.

The strategic review aims to identify opportunities to maximize shareholder value by evaluating the current business strategy and optimization opportunities, while also considering alternatives including asset divestments, acquisitions, transformative business combinations and a sale of the Company.

In line with best corporate governance practices, James Neate is appointed Lead Independent Director of the Board.

Q1 2025 Preliminary Results

Parkland has a diversified and resilient business. Its base business is well positioned and retains significant operational flexibility to navigate macroeconomic uncertainty on the horizon, which is impacting fuel demand and unit margins.

Recent regulatory developments in Canada and the United States have created volatility and intensified market disruptions. These are curtailing the profitability and movement of refined products into the United States and creating structural shifts in climate and carbon compliance programs.

For the first quarter of 2025, Parkland expects to deliver Adjusted EBITDA of approximately $375 million.

• Canada expects to deliver Adjusted EBITDA of approximately $110 million. While our base fuel retailing, convenience and supply business performed in line with our expectations, the quarter was impacted by a commercial decision to wind down our Californian compliance market position¹. While these markets have historically benefited our strategy, and been profitable, given the broader shift in the macro and regulatory environment listed above, we chose to fully exit our positions in the first quarter, resulting in a charge of approximately $55 million.
• International expects to deliver Adjusted EBITDA of approximately $181 million. This reflects strong underlying commercial and wholesale performance, and continued strength in our South American region, as well as the translation impact of a strengthening U.S. dollar.
• USA expects to deliver Adjusted EBITDA of approximately $16 million. We continue to see macro pressures impacting fuel and convenience demand in line with broader industry trends, as well as competitive market dynamics which are impacting unit margins. Furthermore, a core tenet of our U.S. strategy, which is capitalizing on supply arbitrage opportunities moving refined product between Canada and the U.S., has been impacted by the macro-economic and regulatory developments noted above.
• Refining expects to deliver Adjusted EBITDA of approximately $79 million, which includes the successful completion of a three-week planned maintenance event. The refinery performed safely and reliably in the first quarter which allowed us to benefit from favourable market conditions.

The 2025 Adjusted EBITDA guidance of $1.8 billion to $2.1 billion was purposefully broad to reflect the potential impact of ongoing macroeconomic volatility. Based on current market conditions, Parkland now expects results to be toward the lower end of that range.

Parkland will release its first quarter 2025 results after market close on May 5, 2025. The Annual General Meeting of Shareholders will be held at 9:00 a.m. MT on May 6, 2025, in Calgary, Alberta.

The financial information contained in this release is preliminary, unaudited, and subject to change based on completion of the Company’s quarter-end financial close process and final accounting review.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the expected first quarter 2025 consolidated Adjusted EBITDA of Parkland and the expected first quarter 2025 Adjusted EBITDA of each operating segment (each calculated consistently as set out in section 16.A. of the management’s discussion and analysis for the quarter ended December 31, 2024, and note 26(a) to the consolidated financial statements for the year ended December 31, 2024, each dated March 5, 2025); Parkland’s expectation of being within the lower end of the 2025 Adjusted EBITDA Guidance range of $1.8 to $2.1 billion; and Mr. Espey remaining President and CEO until the earlier of an appointment of a new CEO, the completion of the strategic review, or December 31, 2025.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: Parkland’s quarter-end financial close procedures; general economic, market and business conditions; regulatory changes; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business strategy; the results of Parkland annual general meeting of shareholders; and any other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Appoints Brad Monaco as permanent Chief Financial Officer, effective immediately

CALGARY, AB, April 7, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company” or “our”) (TSX: PKI) will today file a management information circular and accompanying materials in connection with its upcoming annual general meeting of shareholders (”AGM”), scheduled to take place at 9:00 a.m. (MT) on May 6, 2025, in-person, in Calgary, Canada.

On Friday, April 4, 2025, Parkland received notice from Simpson Oil Limited (”Simpson”), which owns approximately 19.8% of Parkland’s outstanding common shares, of their intention to nominate nine directors for election at the AGM. This is a self-interested attempt by Simpson, a minority shareholder, to seize full control of Parkland without paying a control premium.

We have welcomed Simpson representatives to rejoin the Board numerous times and have invited them to participate on the Special Committee overseeing the strategic review. It is disappointing that Simpson have chosen this adversarial approach, despite Parkland’s Board and management’s repeated, good faith efforts, to engage constructively and reach a resolution that appropriately recognizes their minority shareholding.

“Many members of the Simpson slate lack credibility and relevant experience to meet the standards required to govern a public company of Parkland’s scale and complexity,” said Michael Jennings, Chair of Parkland’s Board. “However, in the interest of resolution and collaboration with Simpson, Parkland has selected three of Simpson’s nominees who meet Parkland’s governance standards and propose to include one of the Simpson nominees on the special committee overseeing the strategic review. Simpson nominees Brian Gibson and Karen Stuckey bring skills that are expected to be additive to our Board. Michael Christiansen brings valuable perspective, as he works for Simpson directly and was previously a nominee of Simpson on the Parkland Board.

“We are committed to maximizing value for all shareholders. We are confident that Parkland’s proposed Board, including three of Simpson’s nominees, is the best choice to oversee the strategic review process, protect the interest of all shareholders and find a resolution with Simpson while ensuring day-to-day operations remain on track.”

Parkland’s nominees for election at the AGM are: Felipe Bayon, Nora Duke, Bob Espey, Sue Gove, Tim Hogarth, Richard Hookway, Angela John, Michael Jennings, James Neate, Mariame McIntosh Robinson, Karen Stuckey, Brian Gibson, and Michael Christiansen.

Parkland’s Board is proposing a slate of thirteen directors, that will best serve shareholders as an experienced and diversely skilled Board. Lisa Colnett is not standing for re-election as she has reached her ten-year term limit. The Company thanks Lisa for her significant contributions and her dedicated stewardship to Parkland. As part of the Board’s ongoing refreshment of longer tenured directors, the Board expects to reduce the size of its membership to 11 before the 2026 annual general meeting of shareholders.

Since 2023, Parkland has added six highly experienced independent directors to the Board. These appointments reinforce our focus on strong corporate governance and demonstrate the Company’s commitment to rigorous, ongoing board renewal. Supporting Parkland’s recommended Board ensures stable, qualified leadership equipped with deep industry knowledge, public company governance, and transactional expertise – qualities essential for executing a successful strategic review and for ensuring the day-to-day operations of the business remain on track.

Parkland has also appointed Brad Monaco as permanent Chief Financial Officer of the Company, effective immediately. Brad has held progressively senior leadership roles within Parkland’s capital markets and Canadian business segment and has served as Interim Chief Financial Officer since January 1, 2025. He has demonstrated strong financial, business, and strategic acumen, and exceptional leadership capabilities within the organization and to Parkland’s stakeholders.

The management information circular and related proxy materials, including the Chairman’s letter to shareholders and a BLUE form of proxy or voting instruction form (”BLUE Proxy”), will be mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company’s website. The Company strongly recommends shareholders vote ONLY ON the BLUE proxy FOR the Parkland Nominees.

Parkland encourages registered shareholders (who require a 15-digit control number) and non-registered shareholders (who require a 16-digit control number) to carefully review the management information circular and vote their common shares in advance of the AGM using the provided methods:

Vote Online:

Registered Shareholders: www.investorvote.com
Beneficial Shareholders: www.proxyvote.com

Vote by Telephone:

Registered Shareholders: Call toll-free at 1-866-732-8683 (in North America) or 1-312-588-4290 (in countries outside of North America)
Beneficial Shareholders: Canada (1-800-474-7493 for English and 1-800-474-7501 for French) and United States (1-800-454-8683)

Questions? Need Help Voting?
Contact Kingsdale Advisors: 1-888-518-6832 (Toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at [email protected].

To obtain current information about voting your Parkland common shares, please visit www.ourparkland.ca.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward looking statements”). When used in this news release, the words “aim”, “continue”, “expect”, “will”, “would” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the timing of the AGM; the Board, and the composition and attributes thereof; the expected reduction in size of the Board; and the mailing of proxy materials in connection with the AGM and the expected timing thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland’s ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

NASSAU, The Bahamas, April 2, 2025 /PRNewswire-HISPANIC PR WIRE/ — The Bahamas Grid Company (BGC) announced today that BGC will begin work this week on its $130 million upgrade of the grid system on the island of New Providence in The Bahamas, as well as take over responsibility for the island’s long-term maintenance of all poles, wires and substations. Structured as a market-leading public-private partnership, the transaction that created BGC has allowed for the significant infusion of capital and grid expertise into the nation’s most populous island, where the rate of electricity demand growth has been unprecedented over the past few decades.

“This is a very exciting time for The Bahamas,” said J. Eric Pike, Chairman of the Board at BGC. “We’ll be upgrading and storm-hardening 32 miles of transmission lines and load balancing across the eastern half of the island to provide more reliable and stable power to all residents and businesses in New Providence. The new lines will also be able to carry more power, so there will be much less energy lost as power is carried long distances across the island.”

BGC’s upgrade activities for the grid will result in a more affordable, reliable and resilient energy system overall. However, the benefits do not end there.

“Because we’ll soon be managing and coordinating all grid activity on New Providence, BGC will be able to do the vast majority of its work on energized lines. That means that New Providence’s electricity customers will no longer experience as many planned outages even while the work is happening,” said Pike.

In addition, the ability to work on energized lines will be one of several training opportunities offered by BGC to new employees.

“Working on the electrical grid is such a rewarding career because its uninterrupted service is what keeps every home, school and business running,” said Mei Shibata, a Board Director at BGC. “BGC welcomes the opportunity to train BPL transmission, substation and distribution employees looking to give energized work a try, as well as all young Bahamians wanting to join BGC to do meaningful hands-on work through their careers and grow with the company,” she said.

BGC will be providing project updates on its Instagram and Facebook pages, and posting job opportunities on its LinkedIn page.

About Us
Bahamas Grid Company (BGC), established in 2025 through a public-private partnership, is a wires company that operates and manages the transmission and distribution system (T&D System) – i.e., the poles, wires and substations that distribute power – across the island of New Providence in The Bahamas.

Island Grid is a grid solutions developer and provider with a combined 60+ years of experience in energy strategy, grid engineering, construction, maintenance and storm-hardening experience. Island Grid is providing BGC with management and systems expertise, employee training and community engagement in this initiative.

Logo – https://mma.prnewswire.com/media/2652249/Island_Grid_Logo.jpg
Photo – https://mma.prnewswire.com/media/2652250/BGC_intellirupter.jpg

“Felipe and Sue are accomplished executives with expertise in industries and sectors that align with Parkland’s business,” said Michael Jennings, Chair of the Board. “Felipe’s deep energy industry experience in Parkland’s broader international region combined with Sue’s extensive retail experience and governance expertise, will be invaluable as the Company explores all options to maximize value for all shareholders.”

Mr. Bayon brings more than 30 years of leadership experience in the global energy sector. He previously held senior operational roles with BP plc and served as President and Chief Executive Officer of Ecopetrol S.A. (”Ecopetrol”), Colombia’s largest integrated energy company and one of the largest and most influential corporations in Parkland’s international region. While at Ecopetrol, Mr. Bayon spearheaded the company’s transformation into a diversified energy group, delivered record safety and financial performance and strengthened corporate governance.

Ms. Gove has extensive experience in the retail sector, including holding positions as Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. In addition to a deep understanding of consumer behaviour, Ms. Gove has led multiple strategic transformations and brings extensive public and private company board experience including a 12-year tenure at AutoZone Inc., where she spent 8 years as Chair of the Nominating and Governance Committee. Ms. Gove currently serves on the board of directors of LKQ Corporation.

These appointments mark the latest step in Parkland’s ongoing commitment to strong governance and a rigorous, ongoing board renewal process, which has prioritized recruiting directors with deep industry and executive expertise. Additionally, as Parkland undergoes its previously announced strategic review, Mr. Bayon and Ms. Gove’s expertise will provide valuable perspective in evaluating opportunities to maximize value for all shareholders.

With today’s announcement, Parkland has added six highly experienced Independent Directors to the Board over the past two years to ensure a governance structure that blends relevant expertise with fresh perspectives and organizational continuity.

Parkland’s Annual General Meeting of Shareholders is scheduled to take place on May 6, 2025. The Company continues to openly invite Simpson Oil to rejoin the Board and participate on the Special Committee which is leading the Company’s previously announced strategic review.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.

Forward-Looking Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: Parkland’s commitment to strong corporate governance and its board renewal process; expectations relating to the newly appointed directors as well as those appointed over the past two years; Parkland’s strategic review and expectations relating thereto, including maximizing value for all shareholders; and Parkland’s Annual General Meeting of Shareholders and the date thereof.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business strategy, including its board renewal process and its strategic review, and realizing benefits resulting therefrom; Parkland’s Annual General Meeting of Shareholders and the date thereof; and any other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Management’s Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Fourth quarter Adjusted EBITDA¹ of $428 million and full year Adjusted EBITDA of $1,690 million

Fourth quarter and full year net earnings per share of $0.73 and $2.68, respectively

Annualized dividend increasing by $0.04 per share (3 percent) to $1.44 per share

CALGARY, AB, March 5, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) (TSX:PKI), today announced its financial and operating results for the three months and year ended December 31, 2024. The Company further announced that its Board of Directors (the “Board”) has initiated a review of strategic alternatives (the “Strategic Review”) to identify opportunities to maximize value for all shareholders.

The Strategic Review will be led by a Special Committee of the Board which is comprised solely of independent directors (the “Special Committee”). During this process, the Company will analyze and evaluate its business strategy and optimization opportunities, while also considering value maximization alternatives which are in the best interests of all shareholders. This may include, but is not limited to, asset divestments, acquisitions, transformative business combinations and a sale of the Company. Parkland has engaged Goldman Sachs Canada Inc. and BofA Securities as its financial advisors for the Strategic Review.

“Parkland’s Board remains committed to acting in the best interests of all shareholders,” said Michael Jennings, Chair of Parkland’s Board of Directors. “While we are confident in the tremendous value creating potential of our business, strategic plan, and management’s ability to execute, the current share price does not fully reflect the intrinsic value of the Company. As a result, our Board believes the Strategic Review is a necessary step to explore opportunities to maximize value creation for all shareholders. We are openly inviting Simpson Oil to rejoin the Company’s Board and participate on the Special Committee.”

Parkland cautions that there are no guarantees that the strategic review process will result in a transaction or if a transaction is undertaken, as to its terms or timing. The Company will continue to actively engage with its shareholders throughout the process and provide periodic updates on its progress.

Fourth Quarter and Year-End 2024 Results

“As the Company initiates a Strategic Review, I want to thank the Parkland team for their dedication in 2024 and their continued focus on serving our customers. The team made great progress executing our priorities and building a platform for growth during the year,” said Bob Espey, President and Chief Executive Officer. “In 2024, our combined retail and commercial businesses demonstrated resilience in a challenging environment. While the Refinery and USA segments fell short of our expectations, partly due to unfavourable external market factors, our continued focus on operational excellence and serving our customers, combined with higher expected composite utilization of the Burnaby Refinery, gives me confidence in our 2025 Guidance.”

Q4 2024 Highlights

• Adjusted EBITDA of $428 million, as compared to $463 million in Q4 2023. Resilient underlying performance in our combined retail and commercial lines of business was more than offset by a lower refining margin environment.
• Net loss of $29 million ($0.17 per share, basic), as compared to net earnings of $86 million ($0.49 per share, basic) in Q4 2023, and Adjusted earnings² of $100 million ($0.58 per share, basic²), as compared to $151 million ($0.86 per share, basic) in Q4 2023.
• Canada delivered Adjusted EBITDA of $190 million, as compared to $190 million in Q4 2023. Stronger fuel unit margins from continued price and supply optimization and lower operating costs were offset by lower commercial volumes due to unseasonably warm weather and the divestment of the commercial propane business.
• International delivered Adjusted EBITDA of $171 million, as compared to $157 million in Q4 2023. Strong performance in the retail business, particularly in Guyana and Suriname, and the marine business were partially offset by the impact of lower wholesale volumes.
• USA delivered Adjusted EBITDA of $32 million, as compared to $39 million in Q4 2023. The timing of certain expenses and a challenging volume environment were partially offset by stronger fuel unit margins.
• Refining delivered Adjusted EBITDA of $60 million, as compared to $106 million in Q4 2023. The decrease was primarily driven by lower refining margins. Composite utilization³ at the Burnaby Refinery was approximately 89 percent in Q4 2024, as compared to approximately 90 percent in Q4 2023.

Full Year 2024 Highlights

• Adjusted EBITDA of $1,690 million, as compared to $1,913 million in 2023. Resilient performance in the combined retail and commercial lines of business was more than offset by a lower refining margin environment in the second half of 2024 and the unplanned shutdown of the Burnaby Refinery in the first quarter of 2024.
• Net earnings of $127 million ($0.73 per share, basic), as compared to $471 million ($2.68 per share, basic) in 2023, and Adjusted earnings of $405 million ($2.32 per share, basic) as compared to $626 million in 2023 ($3.56 per share, basic).
• Available cash flow² of $556 million ($3.19 per share²), as compared to $812 million ($4.61 per share) in 2023. Cash generated from (used in) operating activities of $1,535 million ($8.80 per share⁴) in 2024 as compared to $1,780 million ($10.13 per share) in 2023. These decreases were largely due to lower refinery segment results, restructuring activities and the ongoing implementation of enterprise-wide systems designed to improve operational efficiency, provide long-term cost savings and support future growth.
• Year-end 2024 Liquidity available⁴ increased to $2,045 million from $1,339 million at year-end 2023, reflecting the senior unsecured note issuance used to repay a portion of the outstanding drawings under the Company’s credit facilities.
• Year-end 2024 Leverage Ratio⁵ was 3.6 times, as compared to 2.8 times at year-end 2023. The increase reflects lower 2024 Adjusted EBITDA and unfavourable translation of USD-denominated debt balances.
• Return on invested capital² (”ROIC”) was 7.4 percent in 2024, as compared to 9.8 percent in 2023.
• Parkland delivered a strong safety performance in 2024, with a total recordable injury frequency rate³ of 1.01, approximately a 6 percent improvement from prior year.
• Canada Company same-store volume growth (”Company SSVG”)³ was 1.2 percent, demonstrating strength in our company-owned network and benefits from our loyalty program.
• USA results fell below expectations as unfavourable market conditions negatively impacted industry volumes and margins, overshadowing Parkland’s integration and optimization efforts.

Enhancing Shareholder Returns

Parkland maintains a disciplined approach to capital allocation designed to deliver sustainable dividend growth and capital appreciation for long-term shareholders. The Company’s framework balances the need to maintain financial strength and flexibility, fund Parkland’s organic growth capital program and return capital to shareholders.

Parkland’s quarterly dividend will increase approximately 3 percent, from $0.35 to $0.36 per common share, effective with the quarterly dividend payable on April 15, 2025, to shareholders of record at the close of business on March 21, 2025.

In 2024, Parkland purchased and cancelled approximately 2.9 million common shares for $125 million under its normal course issuer bid program.

Consolidated Financial Overview

Q4 2024
Conference Call and Webcast Details

Parkland will host a webcast and conference call on Thursday, March 6, 2025, at 6:30 am MT (8:30 am ET) to discuss the results. To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/o5PNjYomM2w

Analysts and investors interested in participating in the question and answer session of the conference call may do so by calling 1-888-510-2154 (toll-free) (Conference ID: 19397). International participants may call 1-437-900-0527, 1-800-389-0704 (toll-free) (Conference ID: 19397).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted at www.parkland.ca.

MD&A and Annual Consolidated Financial Statements

The Management’s Discussion and Analysis for the year ended December 31, 2024 (the “Q4 2024 MD&A”) and Annual Consolidated Financial Statements for the year ended December 31, 2024 (the “2024 Annual Consolidated Financial Statements”) provide a detailed explanation of Parkland’s operating results for the year ended December 31, 2024. An English version of these documents will be available online at www.parkland.ca and the System for Electronic Data Analysis and Retrieval+ (”SEDAR+”) after the results are released by newswire under Parkland’s profile at www.sedarplus.ca. The French versions of the Q4 2024 MD&A and the 2024 Annual Consolidated Financial Statements will be posted to www.parkland.ca and SEDAR+ as soon as they become available.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

Forward-Looking
Statements

Certain statements contained herein constitute forward-looking information and statements (collectively, “forward-looking statements”). When used the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Strategic Review, the process and details relating thereto, including with respect to Parkland considering value maximization alternatives and evaluating its existing business strategies and optimization opportunities, and the expectation resulting therefrom to maximize value for all shareholders; the Board’s commitment to Parkland shareholders and the Board’s beliefs with respect to Parkland’s business, strategic plan, management and current share price as well as the Strategic Review and expectations relating thereto; business strategies, objectives and initiatives; continued focus on operational excellence and serving Parkland’s customers; expectations for composition utilization at the Burnaby Refinery; confidence in Parkland’s 2025 Guidance; Parkland’s enterprise-wide systems, the implementation thereof and expected benefits therefrom; Parkland’s disciplined capital allocation framework and the impact thereof on shareholder returns, maintaining financial strength and flexibility and funding Parkland’s organic growth capital program; and Parkland’s expectations regarding future dividend amounts and the timing and frequency of payments.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligation to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: the Strategic Review process and the timing thereof, whether the Strategic Review will result in Parkland undertaking a transaction, and if so, the terms and timing relating thereto, the completion thereof and realizing benefits resulting therefrom; general economic, market and business conditions; micro and macroeconomic trends and conditions, including increases in interest rates, inflation, imposition of tariffs and fluctuating commodity prices; Parkland’s ability to execute its business objectives, projects and strategies, including the completion, financing and timing thereof, realizing the benefits therefrom and meeting our targets and commitments relating thereto; the operations of the Burnaby Refinery, including continuing to operate as expected and the ability of suppliers to meet commitments; Parkland’s ability to meet its 2025 Guidance and the assumptions relating thereto; Parkland’s ability to execute on its disciplined capital allocation framework; Parkland’s ability to pay future dividends; and other factors, many of which are beyond the control of Parkland and the assumptions and risks described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recently filed Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” in the Q4 2024 MD&A, each as filed on SEDAR+ and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release as expressly qualified by these cautionary statements.

Specified Financial Measures

This news release contains total of segments measures, non-GAAP financial measures and non-GAAP financial ratios, supplementary financial measures and capital management measures (collectively, “specified financial measures”). Parkland’s management uses certain specified financial measures to analyze the operating and financial performance, leverage, and liquidity of the business. These specified financial measures do not have any standardized meaning under International Financial Reporting Standards as issued by the International Accounting Standards Board (”IFRS Accounting Standards”) and are therefore unlikely to be comparable to similar measures presented by other companies. The specified financial measures should not be considered in isolation or used in substitute for measures of performance prepared in accordance with the IFRS Accounting Standards. See Section 16 of the Q4 2024 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.

Non-GAAP Financial Measures and Ratios

Adjusted earnings (loss) is a non-GAAP financial measure and Adjusted earnings (loss) per share is a non-GAAP financial ratio, each representing the underlying core operating performance of business activities of Parkland at a consolidated level. The most directly comparable financial measure to Adjusted earnings (loss) and Adjusted earnings (loss) per share is Net earnings (loss).

Adjusted earnings (loss) and Adjusted earnings (loss) per share represent how well Parkland’s operational business is performing, while considering depreciation and amortization, interest on leases and long-term debt, accretion and other finance costs, and income taxes. The Company uses these measures because it believes that Adjusted earnings (loss) and Adjusted earnings (loss) per share are useful for management and investors in assessing the Company’s overall performance, as they exclude certain items that are not reflective of the Company’s underlying business operations.

See Section 16 of the Q4 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Adjusted earnings (loss) and Adjusted earnings (loss) per share.

Please see below for the reconciliation of Adjusted earnings (loss) to net earnings (loss) and the calculation of Adjusted earnings (loss) per share.

Available cash flow is a non-GAAP financial measure and Available cash flow per share is a non-GAAP financial ratio. The most directly comparable financial measure for Available cash flow and Available cash flow per share is cash generated from (used in) operating activities. Parkland uses these measures to monitor its ability to generate cash flow for capital allocation, including distributions to shareholders, investment in the growth of the business, and deleveraging. See Section 16 of the Q4 2024 MD&A, which is incorporated by reference into this news release, for the detailed definition and composition of Available cash flow and Available cash flow per share. See the following table for a calculation of historical Available cash flow and Available cash flow per share and a reconciliation to cash generated from (used in) operating activities.

ROIC is a non-GAAP financial ratio. The measure is calculated as a ratio of Net operating profit after tax (”NOPAT”) divided by average invested capital. NOPAT describes the profitability of Parkland’s base operations, excluding the impact of leverage and certain other items of income and expenditure that are not considered representative of Parkland’s underlying core operating performance. NOPAT is based on Adjusted EBITDA, defined in the “Measures of Segment Profit (Loss) and Total of Segments Measures” section of this news release, less depreciation and amortization expense, including pro-forma depreciation on assets classified as held for sale, and the estimated tax expense using the expected average tax rate estimated using statutory tax rates in each jurisdiction where Parkland operates. Average invested capital is the amount of capital deployed by Parkland that represents the average of opening and closing debt and shareholder’s equity, including equity reserves, net of cash and cash equivalents. We use this non-GAAP measure to assess Parkland’s efficiency in investing capital.

These non-GAAP financial measures and ratios should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Except as otherwise indicated, these non-GAAP financial measures and ratios are calculated and disclosed on a consistent basis from period to period. See Section 16 of the Q4 2024 MD&A, which is incorporated by reference into this news release, for further details regarding Parkland’s non-GAAP financial measures and ratios.

Capital Management Measures

Parkland’s primary capital management measure is the Leverage Ratio, which is used internally by key management personnel to monitor Parkland’s overall financial strength, capital structure flexibility, and ability to service debt and meet current and future commitments. In order to manage its financing requirements, Parkland may adjust capital spending or dividends paid to shareholders, or issue new shares or new debt. The Leverage Ratio is calculated as a ratio of Leverage Debt to Leverage EBITDA and does not have any standardized meaning prescribed under IFRS Accounting Standards. It is, therefore, unlikely to be comparable to similar measures presented by other companies. The detailed calculation of the Leverage Ratio is as follows:

To listen to the live webcast and watch the presentation, please use the following link: https://app.webinar.net/o5PNjYomM2w

Analysts and investors interested in participating in the question-and-answer session of the conference call may do so by calling 1-888-510-2154 (toll-free) (Conference ID: 19397). International participants may call 1-800-389-0704 (toll-free) (Conference ID: 19397).

Please connect and log in approximately 10 minutes before the beginning of the call. The webcast will be available for replay two hours after the conference call ends at the link above. It will remain available for one year and will also be posted to www.parkland.ca.

Financial Statements and Management’s Discussion and Analysis will be posted to www.parkland.ca and www.sedarplus.ca after the results are released.

About Parkland Corporation

Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in 26 countries across the Americas. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers’ needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including renewable fuels, ultra-fast EV charging, manufacturing and blending, carbon and renewables trading, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are embedded across our organization.

For Further Information: Investor Inquiries: 1-855-355-1051, [email protected].

CALGARY, AB, Feb. 10, 2025 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland” “we” the “Company” or “our”) acknowledges the Ontario Superior Court of Justice’s decision which found that Simpson Oil Limited (”Simpson Oil”) is no longer bound by the voting and standstill restrictions in the Governance Agreement.

Both Simpson Oil and Parkland freely entered into the Governance Agreement in 2019 which was designed to protect the interests of Parkland’s other shareholders. Simpson Oil commenced this court proceeding for a declaration that it was no longer bound by its terms.

Parkland has always been open to representation from Simpson Oil on its Board. This decision does not change that.

Parkland remains focused on acting in the best interests of all shareholders to maximize value and executing its long-term strategy. The Company will continue to engage with shareholders and focus on the strong operational foundation that supports Parkland’s success.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in twenty-six countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing, and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

In recent years this Caribbean country, one of the fastest growing economies in Latin America, has managed to replace most of its oil-based electricity generation capacity with natural gas. Natural gas accounts for almost half of all energy generated in the Dominican Republic and plays a crucial role in the country’s energy transition, supporting and complementing the expansion of renewable sources.

“Our new plant, powered by GE Vernova’s highly efficient H-Class technology, will support our efforts to provide less carbon-intensive and more reliable electricity, which is critical for the country’s productivity growth and people’s well-being,” said Antonio Ramírez, General Manager of Generadora San Felipe. “We rely on the strong reputation of HA technology and turned to GE Vernova, a leader in innovation on the path to decarbonisation, based on a long-standing collaboration between our two companies.”

The new San Felipe power plant has a multi-shaft generator block, equipped with a GE Vernova 7HA.02 gas turbine coupled to an H65 generator, an STF-A650 steam turbine coupled to an H35 generator, a triple-pressure heat recovery steam generator (HRSG) with superheat and a condenser.

“The San Felipe power plant development is a very ambitious project, and we are proud to support it,” said Dave Ross, President of GE Vernova’s Gas Power business in the Americas region. “Once completed, the plant is expected to be one of the most efficient in the Caribbean and can be configured with post-combustion carbon capture systems to significantly reduce carbon dioxide emissions.”

Photo – https://mma.prnewswire.com/media/2582439/picture_generadora_san_felipe.jpg

• Parkland advances executive development and progression as part of succession plan
• Brad Monaco, current Vice President, Finance Canada named interim Chief Financial Officer

CALGARY, AB, Dec. 17, 2024 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (”Parkland”, “we”, the “Company”, or “our”) announced that, effective January 1, 2025, as part of the Company’s executive succession plan, Marcel Teunissen, the Company’s current Chief Financial Officer will transition to the new role of President, North America, responsible for Canadian and US operations.

“Parkland takes a thoughtful approach to senior executive development and progression,” said Bob Espey, President and Chief Executive Officer. “Marcel has been Parkland’s Chief Financial Officer since 2020. During this time, he has demonstrated tremendous business acumen and proven he is a progressive and exceptional leader. I am delighted he will lead our Canadian and US businesses and have confidence that, under his leadership they will contribute strongly to the Company’s continued growth.”

Effective January 1, 2025, Parkland has named Brad Monaco as Interim Chief Financial Officer. Brad will report to Parkland’s President and Chief Executive Officer and work closely with the Company’s Board of Directors.

“I am delighted Brad is stepping in as interim Chief Financial Officer,” added Espey. “Brad has proven to be a highly impactful Parkland leader in both corporate and operational roles. His diverse finance and capital markets experience coupled with his strategic planning capabilities make him the natural choice to lead our finance function on an interim basis. I am confident he will do an excellent job.”

Brad has held progressively senior finance roles at Parkland including Director, Capital Markets, and Vice President Finance for the Company’s Canadian business segment. Prior to Parkland, Brad built considerable experience in various capital markets, strategic planning, and buy-side investment management roles.

Parkland has retained a leading global executive recruitment firm to conduct a search for a permanent Chief Financial Officer.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in twenty-six countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing, and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.

Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are deeply embedded across our organization.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release the words “focus”, “aim”, “will”, “continue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the Company’s succession plan, the new appointments, the timing thereof and the mandates and reporting structures relating thereto, as applicable; confidence in the new appointments and expectations relating thereto; the Company’s search for a permanent Chief Financial Officer; and Parkland’s business strategies and objectives.

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: Parkland’s ability to execute its business strategies, objectives and initiatives, including without limitation, its succession plan, the new appointments relating thereto, the timing thereof and realizing the benefits therefrom; Parkland’s ability to recruit a permanent Chief Financial Officer; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s Annual Information Form dated February 27, 2024, and under the headings “Forward-Looking Information” and “Risk Factors” in Parkland’s Q3 2024 MD&A dated October 30, 2024 and Q4 2023 MD&A dated February 27, 2024, each filed on SEDAR+ and available on Parkland’s website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.