Directors shall avoid situations that may result in a conflict or perceived conflict between their personal interests and the interest of Parkland and situations where their actions as Directors are influenced or perceived to be influenced by their personal interests.

In general, a conflict of interest exists for Directors who use their position at Parkland to benefit themselves, friends or families.

Full disclosure enables Directors to resolve unclear situations and gives an opportunity to dispose of conflicting interests before any difficulty arises. Code of Conduct and Conflict of Interest Guidelines for Directors and Officers October 28, 2009.

Each Director must at all times comply fully with applicable law and should avoid any situation which could be perceived as improper, unethical or indicate a casual attitude towards compliance with such law.

The Directors are expected to be sufficiently familiar with any legislation that applies to their directorship and shall recognize potential liabilities, seeking legal advice where appropriate.

Parkland's Directors will interact on a daily basis with each other and with other members of industry, government authorities and agencies, community stakeholders, contractors, vendors, customers, investors, unions, trade associations, professional associations, and the general public. It is essential that the Directors be and be perceived to be honest, fair, courteous and respectful and that he or she conduct Parkland's business fairly, professionally, ethically and with integrity.

No Director may hold a significant financial interest, either directly or through a relative or associate, or hold or accept a position as an Officer or Director in an organization which is in a relationship with Parkland, whereby virtue of his or her position in Parkland the Director could in any way benefit the other organization by influencing the purchasing, selling or other decisions of Parkland unless that interest has been fully disclosed to the Board of Directors.

A significant financial interest is any interest substantial enough that decisions of Parkland could result in material gain for the Director.

Each Director must comply with Parkland's Confidential Information Policy (Appendix A).

Each Director must comply with Parkland's Securities Trading and Reporting Policy for Restricted Persons (Appendix B).

Each Director must comply with Parkland's Insider Transactions Policy (Appendix C).

Directors and Employees must comply with Parkland's Blackout Periods (Appendices D and E).

Directors may not offer or solicit gifts or favors in order to secure preferred treatment for themselves or Parkland.

Gifts and entertainment may only be accepted or offered by a Director in the normal exchanges common to established business relationships. An exchange of such gifts shall create no sense of obligation.

Parkland supports its Directors who contribute to their communities through involvement with charitable, community service and professional organizations.

A Director should ensure that he or she is seen as speaking for the organization as an individual and not as a Parkland Director or spokesperson.

Directors should not make use of any significant Parkland property or resources for their own personal benefit or purposes.

Directors engaging in the political process must take care to separate their personal activities from their association with Parkland.

Each individual being considered as a Director of Parkland must disclose to the Compensation and Corporate Governance Committee all interests and relationships of which the Director is aware of at the time of consideration; which will or may give rise to a conflict of interest.

If such an interest or relationship should arise while the individual is a Director, the individual shall make immediate disclosure of all relevant facts to the Chairman of the Board of Directors.

If the Board is making decisions that may provide a benefit to a Director's private interests, the Director shall withdraw from the deliberations altogether and leave the meeting for the duration of the discussion.

Disclosure may address a conflict of interest as it may allow Parkland to appropriately avoid a potential conflict. However, a conflict may be so severe as to only be resolved by the Director's resignation from one or both of the conflicting positions. Each Director agrees that if the Board determines that a material conflict cannot be cured, the Director will resign.

Each Director must adhere to the standards described in this Code of Conduct.

Each Director shall annually review, sign and deliver to the Chairman of the Board of Directors a signed copy of this Code of Conduct.

Any Director who knows or suspects a breach of this Code of Conduct must report it to the Chairman of the Board of Directors as soon as possible. Failure to report will be considered unethical.

Where a Director reports such information in good faith, Parkland will take all reasonable steps to prevent the individual who has made the report from being harassed, discriminated against, or the subject of retaliation or any other unsuitable action by other individuals. Any such harassment, discrimination or retaliation will be considered unethical.

If a report is found to be vexatious or made in bad faith or intentionally brought on fabricated grounds, appropriate disciplinary action will be taken, up to and including termination of employment.

If the Board determines that a Director has breached this Code of Conduct, the Board may sanction the Director, including asking for the Director's resignation.

Each Director agrees that when the Board determines that the Director has violated this Code of Conduct and request the Director's resignation, the Director shall resign.