Distributions we pay to U.S. shareholders will be treated as a dividend for U.S. federal income tax purposes to the extent the distributions come from earnings and profits (“E&P”) and as a nondividend distribution or a return of capital (“ROC”) to the extent the distributions exceed E&P.

Distributions to a non-U.S. shareholder will not be subject to U.S. federal income tax or withholding tax if the non-U.S. shareholder is not engaged in a U.S. trade or business.

For more detailed tax commentary, please refer to the F-1 prospectus for Teekay Tankers Ltd.

The chart below describes the total distribution made by Teekay Tankers Ltd. in 2012 and the reporting of such distributions on United States Internal Revenue Service (“IRS”) Form 1099.

Please note that the determination of whether these distributions constitute a dividend from E&P or a ROC is not made for U.S. federal income tax purposes until the end of the fiscal year.  If you are a U.S. shareholder and you received an IRS Form 1099 that does not set forth such amounts, you should contact your broker or tax advisor.

Holders are directed to consult their own tax advisors to determine the appropriate tax treatment with respect to the distributions.

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