VOTE FOR THE SUNOCO ARRANGEMENT
Delivering Immediate Value and Long-Term Growth for Shareholders
Parkland’s Board of Directors unanimously recommends you vote FOR the proposed Arrangement with Sunoco
Immediate Value and Future Upside
A Brighter Future: Scale, Stability, and Strategic Positioning
Reflecting Stakeholder Interests: Employment, Investments, and Community Commitment
Parkland's 2025 Annual and Special Meeting of Shareholders:
Proxy cut-off date: Friday, June 20, 2025 at 9:00 a.m. Calgary Time
Meeting date: Tuesday, June 24, 2025 at 9:00 a.m. Calgary Time
The Best Path Forward for Parkland and Our Shareholders
Immediate Value and Future Upside
The Arrangement delivers immediate value to Parkland's shareholders while creating significant long-term growth opportunities:
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Attractive Premium: The consideration represents a 25% premium based on the 7-day volume-weighted average price of Parkand shares and Sunoco units as of May 2, 2025, the last trading day preceding the announcement, providing immediate value to investors.
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Flexibility in Consideration. Aligning with individual preferences, Parkland shareholders can elect to receive cash consideration, unit consideration or a combination of both, subject to proration, maximum amounts and adjustments in accordance with the plan of arrangement.
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Enhanced Shareholder Returns. Parkland shareholders who elect a combination of cash and unit consideration will receive an attractive C$19.80 in cash and 0.295 SunocoCorp units per Parkland share, affording the ability to participate in future upside, including potential dividend growth, resulting from the combined company. For two years following completion of the Arrangement, SunocoCorp unitholders will receive dividends equal to distributions made to holders of Sunoco units, ensuring continuity of returns.
A Brighter Future: Scale, Stability, and Strategic Positioning
The Arrangement will create one of the largest independent fuel distributors in the Americas, combining complementary assets to enhance the combined company's strategic position and operational resilience:
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One of the Largest Independent Fuel Distributors in the Americas. The combined company will create greater scale and stability in the fuel distribution sector. Based on pro forma 2024 figures, the combined company will supply approximately 15 billion gallons annually, an increase of two-thirds compared to standalone Sunoco. The combined company is expected to grow returns, improve margins and increase distributable cash flow per unit.
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Complementary Assets. The transaction leverages the complementary strengths of Sunoco and Parkland, diversifying the combined company’s portfolio and geographic footprint across the U.S., Canada, and the Caribbean. The combined company’s broader platform reduces exposure to any one industry and improves earnings resiliency, reducing volatility. The transaction adds capital allocation flexibility for the combined company, growing the number of organic and inorganic opportunities that can be opportunistically pursued.
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Significant Synergies. The combined company is expected to achieve US$250 million in annual run-rate synergies by year three, strengthening financial performance and boosting shareholder returns.
These benefits are unique to this strategic combination and cannot be replicated through pursuing efficiencies as a standalone company, asset divestiture or other strategic alternatives available to Parkland. Pursuing such alternatives could delay value creation, create uncertainty, and put Parkland’s ability to deliver for Parkland shareholders at risk.
Reflecting Stakeholder Interests: Employment, Investments, and Community Commitment
The Arrangement reflects Sunoco’s commitment to responsible stewardship and growth in the markets we serve:
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Commitment to Canadian Employment: Sunoco will maintain a Canadian headquarters in Calgary and significant employment levels in Canada.
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Ongoing Investment in Canadian Operations: Sunoco is committed to continued investment in the Burnaby Refinery and in Parkland’s transportation energy infrastructure expansion plans.
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Expanded Investment Opportunities: The combined company’s expanded free cash flow will provide additional resources for reinvestment in Canada, the Caribbean, and the U.S. 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.
Sunoco’s Offer to Parkland Shareholders
Parkland shareholders have the flexibility to choose one of three forms of consideration:
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A combination of C$19.80 in cash and 0.295 SunocoCorp units (equity in a company that will be listed on the NYSE following the Arrangement);
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Cash only: C$44.00 or
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Equity only: approximately 0.536 SunocoCorp units
Note: Parkland shareholders who elect to receive all cash or all units will be subject to proration, maximum amounts and adjustments in accordance with the plan of arrangement.