Phillips 66 Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Phillips 66 (NYSE: PSX) today announced that it has been notified of an unsolicited “mini-tender” offer dated April 27, 2020, made by TRC Capital Investment Corporation (TRC Capital), a private Canadian investment company, to purchase up to 2 million shares of Phillips 66 common stock. TRC Capital’s unsolicited “mini-tender” offer price of $57.50 per share is approximately 5% below the $60.53 per share closing price of Phillips 66’s common stock on April 24, 2020, the last trading day prior to the commencement of the offer. Phillips 66 is not affiliated in any way with TRC Capital, the offer, or the offer documentation.

Phillips 66 recommends against shareholders tendering shares in response to this unsolicited offer, for the reasons described below.

TRC Capital has made many similar “mini-tender” offers for the shares of other companies. “Mini-tender” offers are designed to seek less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.

The SEC has cautioned investors about “mini-tender” offers in an investor alert. The alert is available on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.

Shareholders should consult their financial advisors and should exercise caution with respect to TRC Capital’s offer. Shareholders who have already tendered are advised that they may withdraw their shares as described in TRC Capital’s offer documentation prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on May 27, 2020.

Phillips 66 requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to shares of Phillips 66’s common stock.

About Phillips 66

Phillips 66 is a diversified energy manufacturing and logistics company. With a portfolio of Midstream, Chemicals, Refining, and Marketing and Specialties businesses, the company processes, transports, stores and markets fuels and products globally. Phillips 66 Partners, the company’s master limited partnership, is integral to the portfolio. Headquartered in Houston, the company has 14,600 employees committed to safety and operating excellence. Phillips 66 had $53 billion of assets as of March 31, 2020. For more information, visit www.phillips66.com or follow us on Twitter @Phillips66Co.

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Jeff Dietert (investors) 832-765-2297 [e-mail]

Brent Shaw (investors) 832-765-2297 [e-mail]

Dennis Nuss (media) 855-841-2368 [e-mail]