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PARKLAND’S ACQUISITION OF THE MAJORITY OF CST’S CANADIAN ASSETS AUGUST 2016

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Page 1: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

PARKLAND’S ACQUISITION OF THE MAJORITY OF CST’S

CANADIAN ASSETS

AUGUST 2016

Page 2: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

FORWARD LOOKING INFORMATION

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Certain information included herein is forward-looking. Many of these forward looking statements can be identified by words such as “believe”, “expects”, “expected”, “will”, “intends”, “projects”, “projected”, “anticipates”, “estimates”, “continues”, "objective" or similar words and include, but are not limited to, statements regarding Parkland’s expectation of its future financial position, business and growth strategies and objectives, sources of growth, capital expenditures, financial results, future financing and the terms thereof, future acquisitions and the efficiencies to be derived therefrom, Parkland's leverage pro forma the Acquisition (as defined herein), and the contribution to EBITDA and/or Adjusted EBITDA, and Adjusted Gross Profit from the Acquisition, the pro forma site counts, volumes, and gross margins expected to be derived from the Acquisition and sources of financing for the Acquisition. Parkland believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The forward-looking statements contained herein are based upon certain assumptions and factors including, without limitation: historical trends, current and future economic and financial conditions, and expected future developments. Parkland believes such assumptions and factors are reasonably accurate at the time of preparing this presentation. However, forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Parkland’s annual information form and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause Parkland’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks associated with: the failure to achieve the anticipated benefits of acquisitions, including the acquisition of the majority of the Canadian assets of CST Brands, Inc. (“CST”) from Alimentation Couche-Tard Inc. (“Couche-Tard”) (the “CST Acquisition”); failure to obtain necessary regulatory or other third party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure to complete the subscription receipt offering, ability to secure alternative sources of funding to the bridge facility on terms acceptable to Parkland, failure to meet financial, operational and strategic objectives and plans; general economic, market and business conditions; industry capacity; the operations of Parkland’s assets, competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators including increases in taxes; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. There is a specific risk that Parkland may be unable to complete the Acquisition in the manner described in this press release or at all. If Parkland is unable to complete the Acquisition there could be a material adverse impact on Parkland and on the value of its securities. Readers are directed to, and are encouraged to read, Parkland's management discussion and analysis for the six months ended June 30, 2016 (the "Q2 MD&A"), including the disclosure contained under the heading "Risk Factors" therein. The Q2 MD&A is available by accessing Parkland's profile on SEDAR at www.sedar.com and such information is incorporated by reference herein. This presentation refers to certain financial measures that are not determined in accordance with International Financial Reporting Standards (“IFRS”). Adjusted EBITDA, Adjusted Gross Profit, Distributable Cash Flow, Distributable cash flow per share, Payout Ratio, Earnings Per Share, Senior Funded Debt and Total Funded Debt to Credit Facility EBITDA are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS. Management considers these to be important supplemental measures of Parkland’s performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industries. See “Non-GAAP financial measures, reconciliations and advisories” section of the Q2 MD&A. Investors are encouraged to evaluate each adjustment and the reasons Parkland considers it appropriate for supplemental analysis. Investors are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with IFRS as an indication of Parkland’s performance. The financial measures that are not determined in accordance with IFRS in this presentation are expressly qualified by this cautionary statement. Additionally, the estimated annual Adjusted EBITDA contribution from the assets Parkland will acquired pursuant to the Acquisition are based on the financial statements and comparative information of CST which were prepared in accordance with United States (U.S.) generally accepted accounting principles (U.S. GAAP) and converted to Canadian dollars at averaged historical exchange rates on a quarterly basis. Parkland believes such Parkland believes its estimation of annual Adjusted EBITDA, Adjusted Gross Profit, and Distributable Cash Flow per share based on such information is reasonable and but no assurance can be given that these expectations will prove to be correct and such figures should not be unduly relied upon. Any forward-looking statements are made as of the date hereof and Parkland does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise. The forward looking statements contained in this presentation are expressly qualified by this cautionary statement.

Page 3: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

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PARKLAND EXPANDS ITS CANADIAN RETAIL BUSINESSES

Page 4: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

PARKLAND TO ACQUIRE MAJORITY OF CST’S CANADIAN BUSINESS AND ASSETS IN QUÉBEC, ONTARIO AND ATLANTIC CANADA

• Parkland Fuel Corporation (“Parkland”) has agreed to acquire the majority of the Canadian business and assets of CST Brands, Inc. (“CST”) from Alimentation Couche-Tard Inc. (“Couche-Tard”) for total consideration of approximately $965 million (the “Acquisition”)

• Parkland’s acquired assets (collectively, the “Acquired Assets”) are expected to add approximately $105 to $115 million in estimated annual Adjusted EBITDA1 and include:

o A significant portion of CST’s company-operated locations2

o CST’s dealer and commissioned agent business (approximately 490 locations) o CST’s cardlock business (72 locations) o CST’s commercial and home heat business o CST’s Canadian corporate office

• The majority of the fuel is sold under the highly recognizable Ultramar brand

• The transaction represents Parkland’s largest retail transaction to date and represents a

large scale expansion into Québec and Atlantic Canada

• The transaction increases TTM Q2 2016 Adjusted EBITDA and Distributable Cash Flow per Share1 on a pro forma pre-synergy basis by over 44% and 20%, respectively

• The transaction is being funded with committed debt facilities, a bought deal subscription receipt offering and bridge financing

• Parkland intends to replace the bridge financing with alternative longer term debt prior to closing of the Acquisition

• The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in Q1 2017

1. Adjusted EBITDA and Distributable Cash Flow per Share are management estimates based on information and financial statements relating to the Acquired Assets and depend on final site selection. 2. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following the review of the Acquisition by the Competition Bureau of Canada.

Current Parkland Canada Retail Presence

Retail Presence of Acquired Assets

Transaction Overview (All Amounts Canadian Dollars Unless Specified Otherwise)

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Less Concentrated

More Concentrated

Less Concentrated

More Concentrated

Page 5: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE ACQUIRED ASSETS ARE COMPLEMENTARY TO PARKLAND’S EXISTING OPERATING MODELS AND WILL ADD 3BL+ IN EASTERN CANADA

Segment Description

Company-operated

• Company operated retail fuel stations where Parkland retains both the fuel and convenience store margin

• Fuel sold under the Ultramar brand

Dealer and Commissioned Agent

• Dealer / agent operated retail fuel stations • Fuel sold under the Ultramar brand under a consigned fuel

agreement where Parkland retains the fuel margin • Convenience store margin retained by the dealer / agent • Includes >80 owned locations

Cardlock • Commercial truck fueling stations located near highways • Fuel sold under the CST-owned Pipeline Commercial brand which

will be sold to Parkland

Home Heat • Distributes heating oil and motor fuels to residential and commercial customers

• Fuel sold under the Ultramar brand • Utilizes a network of bulk storage locations and a fleet of 159 trucks

Corporate Office and MG&A

• Employees with local knowledge and support structure • Montréal head office

Summary of Acquired Assets

Ret

ail

Co

mm

erci

al

1. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual fuel volume will depend on final site selection.

5

Co

rpo

rate

3+ Billion Litres1

Page 6: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE ACQUISITION WILL MEANINGFULLY EXPAND PARKLAND’S SCALE AND PROVIDE CRITICAL MASS IN QUÉBEC AND ATLANTIC CANADA

Transaction Highlights

Parkland to Become #1 Fuel Retailer in Canada

• Increases retail site count at June 30, 2016 to over 1,555 sites

• Increases TTM Q2 2016 fuel volume to over 13.3 billion litres1

Provides Critical Mass in Establishing a Growing Presence in the Québec and Atlantic Canada Markets

• Expands and establishes Parkland’s retail presence into major cities in Québec and Atlantic Canada while enhancing retail presence in Ontario

• Provides a high quality source of demand in Eastern Canada and broadens Parkland’s supply relationships

• Creates a nationwide platform for acquisition growth

Enhances Parkland’s Fuel and Non-Fuel Capabilities

• Operates under the Ultramar brand2 which is one of the most recognized retail fuel brands in Québec and Atlantic Canada

• Adds four strong convenience store brands (Corner Store, Dépanneur du Coin, Express Mart and Dépan Express)

• Builds upon Parkland’s non-fuel capabilities including private label expertise, and hot food and coffee programs

Attractive Synergy Opportunities

• Synergies are expected to be consistent with prior acquisitions and realized through increased scale and leveraging joint capabilities

Accelerates Growth Strategy Under Five Year Plan

Pre-synergies3

• Increases Adjusted EBITDA by 44%+

• Increases Distributable Cash Flow per Share by 20%+

• Reduces payout ratio to under 70%

1. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual fuel volume will depend on final site selection.

2. The Ultramar brand is owned by Valero who provides CST Canada with exclusive use of the brand in Canada. 3. Pro forma Parkland’s TTM period ended Q2 2016 and excludes one-time transaction costs.

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Page 7: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE TRANSACTION WILL PROVIDE PARKLAND WITH A LARGER PLATFORM FOR GROWTH

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Pro Forma Analysis (Pre-synergies)

Parkland (TTM Q2 2016) Acquired Assets1 Pro Forma3 Increase

Retail Site Count 1,065 490+2 1,555+ 46%+

Volume (BL) 10.3 3.0+2 13.3+ 25%+

Adjusted EBITDA ($ Million)

$240 ~$105 to $115 $345+ 44%+

1. Retail site count, volume and Adjusted EBITDA are based on management expectations and assumptions, financial statements and other information relating to the Acquired Assets. 2. Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada. Fuel volume is estimated and actual fuel

volume will depend on final site selection. 3. Pro forma Parkland’s TTM period ended Q2 2016 and on a pre-synergy basis; based on management expectations and assumptions, financial statements and other information related to the Acquired Assets.

Page 8: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

COMPLEMENTARY RETAIL NETWORK IN EASTERN CANADA WITH SIGNIFICANT SCALE IN QUÉBEC AND ATLANTIC REGION

8 Parkland Existing Retail Locations CST Canada Dealer / Agent Locations CST Canada Company Locations

Note: Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada.

Ottawa 3

Montréal 2

Québec City 1

Toronto 4

1

2 3

4

Page 9: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE TRANSACTION WILL FILL OUT SIGNIFICANT ‘WHITE SPACE’ IN MONTRÉAL AND QUÉBEC CITY

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CST Canada Dealer / Agent Locations CST Canada Company Locations

Montréal Québec City

Note: Specific company-operated locations will be finalized with Couche-Tard prior to closing and following review of the Acquisition by the Competition Bureau of Canada.

Page 10: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE ULTRAMAR BRAND IS A TOP FUEL BRAND IN QUÉBEC

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Québec Fuel Brand Usage

Source: Commissioned research conducted by Ipsos of motorists in Québec in December 2015. Sample size of 802.

Other

Which of the following fuel retailers have you purchased fuel (gasoline or diesel) from in the past 6 months?

Québec Fuel Brand Preference

Of the fuel retailers visited in the past 6 months, which one do you prefer to go to most often?

Other

16%

6%7%8%

13%

19%

24%

34%

38%40%

45%

Québec Fuel Brand Usage and Preference

11% 18%

37% 18%

16%

Page 11: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

PARKLAND HAS A PROVEN TRACK RECORD INTEGRATING ACQUISITIONS AND EXPECTS TO REALIZE SYNERGIES OVER THE NEXT 36 MONTHS

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Integration and Synergies

Integration • The Acquired Assets are a strategic fit for Parkland and strengthen Parkland’s marketing capabilities

• Integration will take place over the next 24 months • Existing talent and knowledge will be leveraged to ensure French-language

capabilities are maintained, Québec and Atlantic Canada market knowledge is incorporated and best practices are shared across the combined platform

Attractive Synergy Opportunities

• Synergies as a percent of EBITDA are expected to be consistent with prior acquisitions and are expected over the 36 month period following the Acquisition

• Synergies are expected to be realized from: o Leveraging the best non-fuel capabilities of both businesses o Improved fuel and non-fuel purchasing due to increased scale o Optimizing the pro forma network and operating model

Page 12: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

PARKLAND IS COMMITTED TO MAINTAINING A STRONG BALANCE SHEET AND ADEQUATE LIQUIDITY POST-CLOSING

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Indicative Financing Overview

• Bought deal private placement of subscription receipts for gross proceeds of approximately $200 million

• $545 million drawn on a new secured revolving credit facility replacing Parkland’s existing credit facility and a $300 million bridge facility which have been fully underwritten in their entirety by Toronto-Dominion Bank and National Bank of Canada as Co-Lead Arrangers and Joint Bookrunners

• Parkland intends to replace the bridge financing with alternative longer term debt prior to closing of the Acquisition

• Pro forma Total Funded Debt / EBITDA Ratio of approximately 3.5x is within Parkland’s guidance of a 2.0x to 3.5x range

• Post-closing balance sheet is expected to continue to be strong with approximately $1851 million of additional revolver capacity which positions Parkland to fund capital expenditures, working capital and future acquisitions

• The Acquired Assets are expected to generate meaningful Distributable Cash Flow and contribute to deleveraging Parkland’s balance sheet to the mid-range of its guidance target

($ Millions) Parkland Q2 2016 Acquisition Pro Forma

Senior Funded Debt 1 5151 516

Total Funded Debt 400 8151 1,215

EBITDA 2402 1103 350

Senior Funded Debt / EBITDA 0.0x 1.5x

Total Funded Debt / EBITDA 1.7x 3.5x

1. Assumes exercise of the underwriters’ overallotment option for approximately $30 million. 2. TTM Q2 2016 Credit Facility EBITDA. 3. Adjusted EBITDA, pre-synergies and assumes mid-point of range of $105 million and $115 million.

Page 13: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE ACQUISITION IS CENTRAL TO PARKLAND’S FIVE YEAR PLAN

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5 Year Goal

With Organic Growth With Acquisition

Growth

Distributable CFPS ~$1.55 >$2.00

Payout Ratio Low 70%’s ~50% range

Total Funded Debt to EBITDA Ratio

2.0x (Min) 3.5x (Max)

Five Year Plan Guidance

Grow Supply Advantage

Outgrow Competitors

Organically

Acquire to Increase Scale

Page 14: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

THE ACQUISITION IS HIGHLY ACCRETIVE TO PARKLAND ON A PRE-SYNERGY BASIS

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Key Pro Forma Metrics

Distributable Cash Flow per Share

Payout Ratio

Total Funded Debt to EBITDA Ratio

$1.34

>$2.00

Current TTM Q2 2016

Pro Forma Acquisition (Pre-Synergies)

Five Year Goal with Acquisition Growth

82%

~50%

2.0x

1.7x

3.5x

20%+ Increase1

Below 70%1

Approx. 3.5x

1. Excluding one-time transaction costs.

Page 15: PARKLAND’S A QUISITION OF THE MAJORITY OF ST’S · PDF filethird party consents and approvals required to complete the CST Acquisition; failure to complete the Acquisition, failure

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COME GROW WITH US!