Parkland Announces Board of Directors Changes

CALGARY, AB, Dec. 31, 2023 /PRNewswire/ – Parkland Corporation (“Parkland”, “we”, the “Company”, or “our”) (TSX: PKI), today announced the departure of Simpson Oil Limited (“Simpson“) nominees Michael Christiansen and Marc Halley from the Company’s Board of Directors, effective December 31, 2023.

“We would like to thank Michael and Marc for their contributions to the Board,” stated Steven Richardson, the Chair of Parkland’s Board of Directors. “We have an independent Board that has unwavering confidence in the Company’s strategy and the management team’s capability to deliver shareholder value. The outstanding share performance of Parkland in 2023 is a clear expression of our shareholders’ support of Parkland’s direction and strategy.”

Parkland is in discussions with Simpson about its shareholding in the Company.

At its 2023 Investor Day, Parkland outlined its strategy to reduce debt, grow the business and increase shareholder returns. Driven by consistent operational execution, Parkland confirmed its 2024 Adjusted EBITDA Guidance of $2 billion, accelerating its previous guidance by a year. In addition, the Company set a longer-term objective to double Available Cash Flow per share by 2028.

In 2023, Parkland was a top performer on the Toronto Stock Exchange, achieving a total shareholder return of approximately 50 percent. The Company’s Board and management are focused on executing its strategy that will continue to create long-term value for all shareholders.

Mr. Christiansen and Mr. Halley were nominated for election to the Board pursuant to the terms of the Board Nomination Agreement between Simpson Oil and Parkland, dated March 21, 2023 (the “Board Nomination Agreement“), and subsequently elected to the Board at Parkland’s Annual General Meeting on May 4, 2023. Simpson has provided notice of its waiver of its nomination rights under the Board Nomination Agreement. In accordance with its terms, the Board Nomination Agreement will terminate as of April 2, 2024.

Simpson remains subject to the standstill, voting and other obligations set forth in the governance agreement between Simpson and Parkland dated January 8, 2019 (the “Governance Agreement“). Parkland will continue to enforce the terms of the Governance Agreement going forward. Copies of the Board Nomination Agreement and the Governance Agreement are available on Parkland’s SEDAR+ profile at www.sedarplus.ca.

Supported by a leading global search firm, Parkland is committed to ongoing Board renewal, including identifying qualified professionals to replace today’s departed Board members.

About Parkland Corporation

Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 25 countries across the Americas. We serve over one million customers each day. Our vast 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. 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.

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 carbon and renewables trading, solar power, renewables manufacturing and ultra-fast EV charging. Parkland’s proven business model is centered around organic growth, our supply advantage, and is driven by scale, our integrated refinery and supply infrastructure, and focus on acquiring prudently and integrating successfully.

Our strategy is focused on developing our existing business in resilient markets, growing our food, convenience and renewable energy businesses and helping customers to decarbonize. Our business is underpinned by our people, 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 “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 objectives, strategies and model; Parkland’s cash flow, organic growth and the progress thereof; and Parkland’s Revised financial targets, including Adjusted EBITDA and Available Cash Flow per share 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 law. 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 and 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; Parkland’s management systems and programs and risk management strategy; the competitive environment of our industry; retail pricing, margins and refinery margins; availability and pricing of petroleum product supply; volatility of crude oil and refined product prices; ability of suppliers to meet commitments; actions by governmental authorities and other regulators including but not limited to increases in taxes or restricted access to markets; environmental impact; changes in environmental and regulatory laws, including the ability to obtain or maintain required permits; and other factors, many of which are beyond the control of Parkland. See also the assumptions, risks and uncertainties described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s most recent Annual Information Form, and in “Forward-Looking Information” and “Risk Factors” included in the Q3 2023 MD&A, each filed on SEDAR+ and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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 IFRS 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 IFRS. See Section 16 of the Q3 2023 MD&A, which is incorporated by reference into this news release, for further details regarding specified financial measures used by Parkland.