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Parkland Corporation's Management Information Circular

Parkland Corporation, a leading international fuel distributor, has recently filed its Management Information Circular in connection with a significant transaction involving Sunoco LP. This arrangement aims to secure immediate value for shareholders while aligning both companies for future growth.

Overview of the Arrangement

The Management Information Circular outlines the strategic partnership between Parkland and Sunoco, focusing on a plan of arrangement under the Business Corporations Act of Alberta. This transformative initiative is described as a pivotal moment for Parkland, delivering immediate financial benefits to its shareholders.

The Parkland Board has unanimously recommended that shareholders vote in favor of this transaction, seeing it as a favorable path for both the company and its investors. The arrangement is positioned to offer a remarkable 25% premium for shareholders based on the volume-weighted average price of both companies' stocks as of early May 2025.

Financial Advantages for Shareholders

Shareholders of Parkland will have a choice among three forms of compensation under the arrangement:

• - C$19.80 in cash plus 0.295 common units of a new NYSE-listed entity (SunocoCorp) which holds an interest in Sunoco.
• - C$44.00 in cash.
• - 0.536 common units of SunocoCorp.

This flexibility allows shareholders to choose the option that best aligns with their financial goals, enabling participation in potential future growth, including dividends from the newly formed entity following the merger.

Strategic Rationale and Growth Opportunities

The merger is expected to create one of the largest independent fuel distributors across North America. By combining the strengths of both Parkland and Sunoco, the partnership aims to reduce exposure to any single industry and enhance earnings stability.

Anticipated synergies are projected to reach US$250 million annually by the third year post-merger, significantly boosting shareholder returns and improving financial performance.

Sunoco's commitment to investing in Canadian operations—including maintaining a headquarters in Calgary and significant workforce levels—demonstrates a long-term strategy to reinforce its presence in North America. This initiative includes investments in various areas, such as Parkland's refining and transportation energy infrastructure.

Governance and Meeting Details

Shareholders will convene for an annual and special meeting on June 24, 2025. Apart from the resolution regarding the merger, the agenda includes the election of directors and the appointment of auditors. Shareholders are encouraged to vote ahead of the deadline on June 20.

The special committee and Parkland's Board of Directors reviewed possible alternatives extensively. After consulting with financial advisors and assessing the risk factors associated with the transaction, they concluded the arrangement is in the best interest of Parkland and its shareholders.

Alongside the special resolution, shareholders will review the company's audited financial statements for the previous fiscal year and discuss executive compensation policies, ensuring transparency and effective governance during this transitional period.

Conclusion

The arrangement between Parkland Corporation and Sunoco LP not only aims to unlock immediate shareholder value but also sets the stage for sustained long-term growth in the competitive energy landscape. With firm commitments to reinvest in Canadian operations and expansion plans targeting the U.S. and Caribbean markets, the merger is a strategic move designed to strengthen market presence and enhance financial performance.

For more details, shareholders are encouraged to review the full Management Information Circular and its supporting documents. Direct inquiries regarding the voting process can be addressed to Kingsdale Advisors for assistance.

About Parkland Corporation

Parkland is an international leader in fuel distribution, operating in numerous countries while emphasizing sustainable practices and innovative solutions for its customers. As the organization seeks to enhance its market position through strategic partnerships like this one, it remains committed to delivering comprehensive fuel options and exceptional service to a diverse consumer base.