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Printmgr File ANNUAL INFORMATION FORM FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2017 March9,2018 Table of Contents Glossary of Terms 3 Presentation of Information 5 Cautionary Statement Regarding Forward – Looking Information 5 Corporate Structure 7 General Development of the Business 8 Description of the Business of the Corporation 10 Risk Factors 19 Audit Committee Information 36 Dividends 38 Description of Capital Structure 39 Market for Securities 44 Directors and Officers 45 Cease Trade Orders, Bankruptcies, Penalties or Sanctions 47 Conflicts of Interest 48 Material Contracts 48 Interests of Experts 48 Legal Proceedings and Regulatory Actions 48 Interest of Management and Others in Material Transactions 48 Additional Information 49 Registrar and Transfer Agent 49 Appendix 1 – Mandate of the Audit Committee A-1 GLOSSARY OF TERMS Glossary of Terms When used in this Annual Information Form the following terms Commerce, Wells Fargo Bank, N.A., Bank of Montreal, ATB have the meanings set forth below: Financial, The Bank of Tokyo-Mitsubishi UFJ, Ltd., JPMorgan Chase Bank, N.A., HSBC Bank Canada, Bank of America, N.A. and 5.50% Senior Notes “ ” means the $200,000,000 aggregate such other persons as become parties thereto as lenders, made principal amount of 5.50% senior notes with a final maturity date as of September 28, 2017 and amended pursuant to the of May 28, 2021 issued by Parkland on May 29, 2014; amending and consent agreement No. 1 made as of October 6, “5.625% Senior Notes” means the $500,000,000 aggregate 2017 and the amending and consent agreement No. 2 made as of principal amount of 5.625% senior notes with a final maturity date March 2, 2018; of May 9, 2025 issued by Parkland on September 16, 2017; “Credit Facility” means Parkland’s credit facilities which are made “5.75% Senior Notes” means the $300,000,000 aggregate up of a maximum amount of $1,000,000,000 and US$50 million principal amount of 5.75% senior notes with a final maturity date syndicated credit facility. of September 16, 2024 issued by Parkland on September 16, 2016; “CST Acquisition” means Parkland’s acquisition of the majority of “6.00% Senior Notes” means the $200,000,000 aggregate the Canadian business and assets of CST Brands, Inc. from principal amount of 6.00% senior notes with a final maturity date Couche-Tard; of November 21, 2022 issued by Parkland on November 21, 2014; “CST Assets” means the majority of the Canadian business and “Board of Directors”or“Board” means the board of directors of assets of CST Brands, Inc.; Parkland; “CST Purchase Agreement” means the asset purchase “Burnaby Refinery” means a 55,000 bpd light/sweet crude agreement with Couche-Tard to acquire the CST Assets for a refinery located in Burnaby, British Columbia; preliminary purchase price of approximately $965 million; “Business” means the refining, marketing, logistics and “Elbow River” means Elbow River Marketing Ltd., a corporation transportation of fuels and related petroleum products, incorporated under the Business Corporations Act; convenience store products, and services to commercial, “Imperial” means Imperial Oil Ltd.; industrial, retail and residential customers in Canada and the United States, and internationally, as currently carried on by “Intermediation Facility” means the Intermediation ISDA 2002 Parkland and its subsidiaries, on a consolidated basis; agreement dated as of October 6, 2017 between the Corporation, Parkland Refining and a financial institution to fund a portion of Business Corporations Act Business Corporations “ ”meansthe the working capital requirements of the Burnaby Refinery Act (Alberta), as amended, including the regulations promulgated operations acquired as part of the Chevron Acquisition, as thereunder; amended as of March 2, 2018; “CCL” means Chevron Canada Limited; “IT” means information technology; “Chevron Acquisition” means Parkland’s acquisition of Chevron “LPG” means liquefied petroleum gas; Canada R&M ULC from CCL pursuant to the terms of a share purchase agreement dated April 18, 2017, as amended “NGL” means natural gas liquids; September 28, 2017, between Parkland and Chevron Canada, for Parkland Refining the preliminary purchase price of $1,460 million, plus an estimated “ ” means Parkland Refining (B.C.) Ltd., a wholly- $186 million in working capital; owned subsidiary of Parkland; Parkland USA “Chevron ULC” means Chevron Canada R&M ULC; “ ” means SPF Energy and the business of providing services to commercial, industrial, retail and residential customers “Common Shares” means the common shares in the capital of in the United States through SPF Energy; Parkland; “Pioneer Energy Acquisition” means Parkland’s acquisition of “Corporation” or “Parkland” means Parkland Fuel Corporation, a substantially all of the assets and select liabilities that comprise corporation incorporated under the Business Corporations Act Pioneer Energy pursuant to the terms of an asset purchase and includes, where the context dictates, its subsidiaries on a agreement dated September 17, 2014; consolidated basis; “PNO” means Propane Nord-Ouest Inc.; “Competition Act”meanstheCompetition Act (Canada), as RFR amended; “ ” means the Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999; “Couche-Tard” means Alimentation Couche-Tard Inc.; “Senior Note Indentures” means, collectively, the trust indenture “Credit Agreement” means the amended and restated senior dated May 29, 2014 governing the terms of the 5.50% Senior secured credit agreement between the Corporation, Elbow River, Notes, the trust indenture dated November 21, 2014 governing Parkland (U.S.) Financing Corp. and Parkland Refining, as the terms of the 6.00% Senior Notes, the trust indenture dated borrowers, The Toronto-Dominion Bank as agent, The Toronto- September 16, 2016 governing the terms of the 5.75% Senior Dominion Bank, National Bank of Canada, The Bank of Nova Notes and the trust indenture dated May 9, 2017 governing the Scotia, Royal Bank of Canada, Canadian Imperial Bank of terms of the 5.625% of Senior Notes; Parkland Fuel Corporation—Annual Information Form 3 GLOSSARY OF TERMS “Senior Notes” means, collectively, the 5.50% Senior Notes, the $24.50 per Subscription Receipt for aggregate gross proceeds of 6.00% Senior Notes, the 5.75% Senior Notes and the 5.625% $231,035,000. Each Subscription Receipt entitled the holder Senior Notes; thereof to receive one Common Share upon the closing of the CST Acquisition; “Shareholders” means the holders of Common Shares; “Turnaround” a major plant-wide maintenance event which the SPF Energy “ ” means SPF Energy, Inc., a corporation incorporated Burnaby Refinery is expected to undergo in Q1 2018; under the laws of North Dakota; “TSX” means the Toronto Stock Exchange; and “Subscription Receipts” means the 9,430,000 subscription receipts issued by Parkland on September 7, 2016 at a price of “UNDRIP” means the United Nations Declaration on the Rights of Indigenous Peoples. 4 Parkland Fuel Corporation—Annual Information Form PRESENTATION OF INFORMATION Presentation of Information Unless otherwise noted, the information contained in this annual Corporation and its subsidiaries on a consolidated basis. information form (“Annual Information Form”or“AIF”) is given Capitalized terms not defined in the body of this Annual as at or for the year ended December 31, 2017. All dollar amounts Information Form will have the respective meanings set out in the are in Canadian dollars unless otherwise noted. Unless the context section “Glossary of Terms” section of this Annual Information otherwise requires, all references to the “Corporation” and to Form. “Parkland”, “we”, “our” and “us” herein refer to Parkland Fuel Cautionary Statement Regarding Forward – Looking Information This Annual Information Form contains forward-looking • Parkland’s ability to win new customers in the various markets statements. Many of these statements can be identified by words where it operates; and such as “believe”, “plan”, “expect”, “could”, “seek”, “would”, “will”, “intend”, “strategy”, “project”, “anticipate”, “target”, “estimate”, • Parkland’s ability to identify suitable acquisition targets. “continue”, or similar words and expressions. In particular, this These forward-looking statements involve numerous Annual Information Form contains forward-looking statements assumptions, known and unknown risks, uncertainties and other with respect to, among other things, business objectives factors that may cause actual results or events to differ materially (including the closing and integration of the CST Acquisition and from those anticipated in such forward-looking statements. The the Chevron Acquisition), expected growth and expansion, forward-looking information contained herein is based upon the results of operations, performance, business projects, strategy Corporation’s current views with respect to future events based and opportunities, anticipated closing of certain previously on certain material factors and assumptions and are subject to announced transactions, the expected impact of acquisitions, certain risks and uncertainties, including without limitation, execution of supply strategies, integration of acquired assets, changes in market, competition, governmental or regulatory volume growth, expected impact of management systems and developments, and general economic conditions and other programs and financial results. factors under the heading “Risk Factors” in this Annual The forward-looking information contained herein is based upon Information
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