Information Circular & Proxy Statement

2020 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS: INFORMATION CIRCULAR & PROXY STATEMENT MAY 7, 2020 A RESILIENT PLATFORM CHAIRMAN’S LETTER TO SHAREHOLDERS Dear Fellow Shareholders, I write this letter with a sense of pride about Parkland’s track record of performance and leading shareholder returns. Under Bob Espey’s leadership, Parkland has become a geographically diverse, integrated business, designed to capture value across its entire supply chain. While the current COVID19 pandemic that is affecting the global economy will also impact our business, our resilient platform will provide growth and value creation well into the future. As Chairman of the Board, my focus is ensuring Parkland delivers long-term shareholder value. In parallel, the Board and I hold management accountable for the development and successful execution of its strategy. I am pleased to report that in 2019, Management advanced its growth strategy and delivered record results, which translated into industry leading returns for our shareholders. Underpinned by its deeply embedded entrepreneurial spirit and agile culture, Parkland’s performance was supported by many notable accomplishments. The company successfully acquired and integrated four businesses, including a major international expansion through the purchase of 75% of the shares of Sol Investments Limited; the Caribbean’s largest independent fuel marketer. Parkland continued to invest in organic growth initiatives across the business and demonstrated that its focus on supply continues to deliver exceptional value. The Board and Management are acutely aware of the role Parkland must play in providing the fuels our customers rely on, while at the same time, contributing to the transition toward a lower carbon future. Since 2017, we have played a leadership role in the production of low carbon fuels from our Burnaby Refinery. The Board holds Management accountable to high standards of corporate governance, ethics and corporate responsibility; characteristics of a disciplined, well-managed company. To further strengthen this and provide strategic oversight, we created a new Environment, Social and Governance Committee in 2019. In addition, the mandate of the Human Resource Corporate Governance Committee now includes Diversity and Inclusion. Safety is a core value at Parkland and in an effort to do our part to help reduce the spread of COVID-19 and still allow our shareholders to participate in our meeting, we will hold our annual meeting in a virtual format which will be conducted with live audio. All shareholders will have the opportunity to participate. Inside this document you will find important details about how to participate at our virtual Annual and Special General Meeting. In closing, I would like to thank the Board for their contributions and congratulate Parkland’s leadership team and staff. Their collective accomplishments through 2019 have set the stage for continued growth and value creation. We appreciate the continued support of our shareholders and hope you will participate at our virtual Annual and Special General Meeting. Sincerely, “Jim Pantelidis” Jim Pantelidis Chairman of the Board of Directors Parkland Fuel Corporation 2020 Proxy Statement | Page – 1 The past year has been one of tremendous growth and development for Parkland Fuel Corporation as the company successfully executed against its strategic priorities to grow organically, build a supply advantage, acquire prudently and enable its team to succeed. PERFORMANCE HIGHLIGHTS underpinned by operational 225% excellence, continued synergy 175% PKI: 167% capture, and strong performance 125% $1,265M 75% Adjusted EBITDA TSX: 36% 25% 16 quarters -25% 8/31/15 8/31/17 8/31/19 8/31/16 8/31/18 2/28/15 2/29/16 2/28/17 2/28/19 6/30/15 2/28/18 12/31/15 6/30/17 12/31/17 6/30/19 6/30/16 4/30/15 12/31/19 12/31/16 6/30/18 4/30/17 12/31/18 4/30/19 4/30/16 10/31/15 12/31/14 4/30/18 10/31/17 10/31/19 10/31/16 Consecutive Company C-Store 10/31/18 Same Store Sales Growth 5-YEAR ADJUSTED EBITDA 1,265 $180M (millions) Expected run-rate annual synergies on 887 the Ultramar and Chevron acquisitions 418 215 253 2015 2016 2017 2018 2019 5-YEAR FUEL AND PETROLEUM 22.4 PRODUCT VOLUME (billion litres) 17.0 13.3 9.6 10.4 2015 2016 2017 2018 2019 TABLE OF CONTENTS NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ............................ 4 MANAGEMENT INFORMATION CIRCULAR ................................................... 5 MATTERS TO BE CONSIDERED AT THE MEETING .............................................. 10 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND DIRECTOR INFORMATION ............ 21 BOARD MATTERS ...................................................................... 32 LETTER TO SHAREHOLDERS REGARDING EXECUTIVE COMPENSATION ............................ 40 COMPENSATION DISCUSSION & ANALYSIS .................................................. 44 SUMMARY COMPENSATION TABLES ....................................................... 71 Schedule “A” – Mandate of the Board of Directors ............................................. 86 Schedule “B” – Mandate of the Audit Committee .............................................. 90 Schedule “C” – Mandate of the Human Resources and Corporate Governance Committee .............. 95 Schedule “D” – Position Descriptions ....................................................... 99 Schedule “E” – Summary of Restricted Share Unit Plan and Additional Information on Performance Restricted Share Units ................................................................ 104 Schedule “F” – Summary of Stock Option Plan ................................................ 108 Schedule “G” – Summary of Shareholder Rights Plan .......................................... 111 Parkland Fuel Corporation 2020 Proxy Statement | Page – 3 NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS March 31, 2020 NOTICE IS HEREBY GIVEN that the annual and special general meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Shares”) in the capital of Parkland Fuel Corporation (“Parkland” or the “Corporation”)) will be held at 9:00 am (Mountain Time) on May 7th online at: http://www.virtualshareholdermeeting.com/PKIUF2020 for the following purposes: 1. to receive the audited financial statements of Parkland for the year ended December 31, 2019 and the auditor’s report on the statements; 2. to elect the board of directors for 2020; 3. to appoint the auditors and authorize the directors to fix their remuneration; 4. to approve Parkland’s restated shareholder rights plan; 5. to approve unallocated options under Parkland’s stock option plan, as amended and restated; 6. to approve amendments to Parkland’s restricted share unit plan; 7. to approve unallocated restricted share units under Parkland’s restricted share unit plan, as amended and restated; 8. to approve the special resolution to authorize an amendment of the articles of the Corporation to change the name ”Parkland Fuel Corporation” or “Corporation Pétroles Parkland” to “Parkland Corporation” or “Corporation Parkland”, respectively; 9. to vote, in an advisory, non-binding capacity, on a resolution to accept Parkland’s approach to executive compensation; and 10. to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof. Information relating to the matters to be brought before the Meeting is set forth in the Management Information Circular of Parkland dated March 31, 2020 which accompanies this notice, and which is expressly made a part of this notice. Shareholders of record at the close of business on March 24, 2020 (the “Record Date”) will receive this notice and be entitled to attend and vote at the Meeting. A Shareholder who is unable to attend the Virtual Meeting is requested to complete and sign the enclosed form of proxy and mail it in the enclosed reply envelope to Data Processing Centre, PO Box 3700, Stn. Industrial Park, Markham Ontario L3R 9Z9, or (iii) by facsimile to 905-507-7793 (English) or 514-281-8911 (French). A Shareholder may also vote using the internet at www.proxyvote.com or by telephone at 1-800-474-7493 by entering the 16-digit control number located on your form of proxy. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 9:00 a.m. (Mountain Time) on the second business day before the date of the Meeting or any adjournment(s) thereof or be deposited with the Chairman of the Meeting prior to its commencement. In light of the COVID-19 pandemic and the need for social distancing, Parkland will be holding this year’s Meeting as a virtual only meeting. A virtual meeting means that shareholders and proxyholders will participate by a webcast accessed at http://www.virtualshareholdermeeting.com/PKIUF2020 and no physical meeting will be held. Participants in the virtual meeting will be able to listen to the proceedings, ask questions and vote on all items of business. Parkland hopes that the virtual format of the Meeting will enable some shareholders to participate that otherwise may not have due to travel restrictions. The vast majority of Parkland’s shareholders vote by proxy using the methods described below and the virtual meeting does not alter the proxy voting process, just the Meeting format itself. This year, both registered and beneficial shareholders will vote via the Broadridge platform which is accessed at www.proxyvote.com. Broadridge will also be hosting the online voting at the virtual meeting. Shareholders wishing to appoint

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