Slide 1: Parkland + SunocoLP: Unlocking Immediate Value and Future Upside
Parkland + SUNDCDlp May 2025 Unlocking Immediate Value and Future Upside
Slide 2: Forward Looking Statements
Forward Looking Statements This communication contains certain statements which constitute forward-looking time period; the ability of Sunoco and Parkland to integrate the business successfully expenses reflected in net income that we do not believe are indicative of ongoing information and statemen
Slide 3: One of the Largest Independent Fuel Distributors in the Americas
One of the Largest Independent Fuel Distributors in the Americas (v^ Diversified and resilient business through scale and stability 25% Attractive premium1 $250 Million Run-rate synergies2 (US$) (v^ Financial strength and flexibility drives enhanced shareholder returns $9.1 Billion Transaction Valua
Slide 4: Transaction Summary
Transaction Summary Sunoco LP to acquire 100% of Parkland shares in cash and equity transaction Terms Parkland shareholders will receive consideration as follows, subject to proration1 for All-Cash and All-Equity Options: Cash + Equity option: $19.80 in cash + 0.295 SunocoCorp Units per share All-Ca
Slide 5: Scale and brand enable higher fuel distribution revenue uplift
Scale and brand enable higher fuel distribution revenue uplift Terminal portfolio delivers long-term income stability Pipeline systems will remain high-value, critical infrastructure for decades Foundation of highly ratable income streams and fuel supply agreements with >95% retention rates
Slide 6: Financial Benefits For Parkland Shareholders
Financial Benefits For Parkland Shareholders
Slide 7: Immediate and Compelling Financial Benefits
Immediate and Compelling Financial Benefits 25% premium2 based on 7-day volume-weighted average prices as of May 2, 2025 Three compelling options aligning with individual shareholder preferences 85% dividend yield3 4 accretion relative to Parkland’s current $1.44/share More appropriate tax structure
Slide 8: Attractive Premium
Attractive Premium $44.00/share offer implies a 25% premium Calculated based on $19.80 cash offer and 0.295x exchange ratio (45% cash, 55% equity), compared to the 7-day volume-weighted average prices for Parkland and Sunoco as of May 2,2025. See End Notes for further information. based on 7-day vol
Slide 9: Flexible Consideration to Meet Shareholder Preferences
Flexible Consideration to Meet Shareholder Preferences 0.536 SunocoCorp units per Parkland share, allowing full participation in Sunoco future upside Three compelling options provide choice and continuity in returns, subject to proration 44.00 per Parkland share, providing immediate liquidity $19.80
Slide 10: Enhanced Shareholder Returns
Enhanced Shareholder Returns All consideration options deliver a substantial premium All-Equity election offers potential for substantial dividend uplift All-Equity election offers potential for substantial dividend uplift Cash + equity combines immediate liquidity while maintaining a comparable div
Slide 11: More Appropriate Tax Structure
More Appropriate Improved tax treatment for non-U.S. investors Improved market access for tax-sensitive investors No incremental U.S. tax filing obligation for non-U.S. investors Tax Structure
Slide 12: Participation in Future Growth
Participation in Future Growth Capital Allocation Flexibility & Organic growth 0 Accretive acquisitions 0 Enhance shareholder returns SunocoCorp Vehicle @ Improved access to capital markets 0 Improved tax treatment for non-U.S. investors 0 Valuable currency for future M&A
Slide 13: Strategic Rationale
Strategic Rationale
Slide 14: Combination Creates Unmatched Scale and Stability
Combination Creates Unmatched Scale and Stability Larger platform expected to drive improved returns, stronger margins, and increased distributable cash flow Distributable cash flow per unit is a Sunoco non-GAAP financial measure. See “Specified Financial Measures” in the End Notes for further infor
Slide 15: Combined Scale Delivers Commercial Synergies
Combined Scale Delivers Commercial Synergies A Leading Independent Global Fuel Distributor
Slide 16: Complementary Assets
Complementary Assets Limited overlap Diversified portfolio and geographic footprint across the U.S., Canada and the Caribbean Earnings resiliency Limited exposure to any one industry or customer reduces volatility of earnings Flexible capital allocation Broad platform increases opportunities for org
Slide 17: Improved Financial Flexibility
Improved financial Flexibility Track record of DCF growth Ample room for distribution growth 4 times leverage target Leverage is defined as net debt to Adjusted EBITDA. Adjusted EBITDA is a Sunoco non-GAAP financial measure. See End Notes for further information. (12-18 months)
Slide 18: Commitment to Responsible Growth
(v^ Canadian employment Commitment to responsible growth Maintain significant employment levels and Canadian head office in Calgary (v^ Canadian operations Continued investment in Burnaby Refinery and transportation energy infrastructure (^ Portfolio expansion Existing and new opportunities througho
Slide 19: Strategic Alternatives & Next Steps
Strategic Alternatives & Next Steps
Slide 20: Transaction is Superior to All Other Strategic Alternatives
Transaction is Superior to All Other Strategic Alternatives Announced by the Parkland Board on March 5,2025 Formed Special Committee to explore standalone plans, asset sales, spin-offs, and third-party transactions This transaction offers: Break-up or asset sale would require multiple steps, lengthy
Slide 21: Background to the Arrangement
Background to the Arrangement First Sunoco Proposal Received Second Sunoco Proposal Received Strategic Review Announced Third Sunoco Proposal Received Final Deal Terms Agreed July 2023 August 2023 March 2025 April 2025 May 4,2025 $38.50 per share 40% cash / 60% equity (MLP units) 15% premium $45.00
Slide 22: Required Approvals and Targeted Close
Required Approvals and Targeted Close Shareholder Vote Regulatory Approvals Targeted Close June 24,2025 The Arrangement requires shareholder approval 3 to 6 Months Second Half 2025 Parkland + SUNDCDlp Listing of the SunocoCorp Units on the NYSE Approval of the Court of King’s Bench of Alberta Receip
Slide 23: Parkland
Parkland
Slide 24: End Notes
End Notes Data as at December 31,2024, unless otherwise indicated. Certain comparative figures have been reclassified to conform with the current year’s presentation. Slide 3 Fuel volumes have been converted to gallons based on the conversion rate of 1US Gallon = 3.78541 liters. Sunoco Free Cash Flo