Parkland Corporation Announces the Mailing of a Letter of Transmittal in Connection with the Sunoco Arrangement

Parkland Corporation has begun distributing a letter of transmittal and election form to registered holders of its common shares, a key procedural step toward completing its previously announced plan of arrangement with Sunoco. The package explains how shareholders can exchange their shares and choose the type of consideration they prefer to receive once the transaction closes.

The materials set out the documentation required and the process to submit shares to the depositary, Computershare Investor Services Inc., so that shareholders can make a valid election. Parkland emphasized that the letter of transmittal applies only to registered shareholders—those whose shares are recorded directly in their own names. Investors who hold their shares through intermediaries such as brokers, banks, or trustees should contact that intermediary for instructions. Procedures and deadlines can vary by intermediary, and some may require elections earlier than Parkland’s formal deadline.

How the consideration election works

Under the court-approved plan of arrangement, Parkland shareholders may choose from three forms of consideration for each Parkland common share:

• Combination: C$19.80 in cash plus 0.295 common units of SunocoCorp (anticipated to be listed on the NYSE upon closing)
• All-cash: C$44.00 in cash
• All-units: Approximately 0.536 SunocoCorp units

Parkland noted that the all-cash and all-unit options are subject to proration, caps, and other adjustments laid out in the arrangement terms. If a registered shareholder does not submit a properly completed letter of transmittal before the election deadline—or does not meet the requirements for a valid election—the default will be the combination option (cash plus units).

The exact election deadline has not yet been set. Parkland plans to announce it prior to the closing of the transaction.

Context: A fuel network reshaped for an energy-transition era

The arrangement provides for the acquisition of all issued and outstanding Parkland common shares by Sunoco through an agreed court process under Alberta corporate law. The consideration mixes cash and equity in SunocoCorp, creating a path for Parkland shareholders to maintain exposure to the combined business depending on their election and the proration mechanics.

Beyond the transaction mechanics, this development lands at a moment when fuel marketers and convenience retailers are rapidly adapting to evolving consumer needs and decarbonization mandates. Parkland operates across 26 countries throughout the Americas, with a network of roughly 4,000 retail and commercial sites. In addition to its core fuel distribution and convenience retail, the company has been investing in lower-carbon solutions—manufacturing and blending renewable fuels, deploying ultra-fast EV charging, enabling carbon credit and renewable solutions, and integrating solar power where feasible.

For an industry navigating tighter emissions targets, the scale and integration of larger retail and commercial energy networks can matter. With expanded logistics, supply, and trading capabilities, companies like Parkland can potentially accelerate the availability of alternatives such as renewable diesel blends or biofuels, while improving charging convenience for EV drivers. Whether these possibilities are fully realized will depend on the strategic choices of the combined platform, regulatory outcomes, and market demand across the regions where it operates.

What shareholders should do now

• Registered holders: Review the letter of transmittal carefully, complete the required forms, and submit them with any requested documentation to Computershare to make a valid election.
• Beneficial (non-registered) holders: Contact your intermediary (broker, dealer, bank, or trustee) for instructions. Deadlines set by intermediaries may be earlier than the company’s final election deadline.
• All holders: Monitor for Parkland’s announcement of the election deadline ahead of closing.

Caution on forward-looking information

Parkland indicated that certain statements about timelines, closing conditions, and anticipated outcomes are forward-looking and subject to risks and uncertainties. Actual results may differ due to factors such as regulatory approvals, market conditions, proration and adjustment mechanics for the consideration, potential changes to the effective date, and other variables beyond the company’s control. The company does not undertake to update forward-looking statements except as required by law.

As the transaction advances toward closing, shareholders will have a clearer view of timing and any final adjustments to the consideration mix. For now, the focus remains on completing the election process accurately and on time to ensure each shareholder receives their preferred form of consideration within the parameters of the plan of arrangement.