#1April 2015 Investors Presentation 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#220 Alimentation Couche-Tard Inc. April 2015 Couche-Tard STATOIL STATOIL 1845 K Company Privileged and Confidential Investors Presentation K Mack Mac's KANGAROO EXPRESS. 2#320 Forward-Looking Information and Cautionary Language This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "projected”, “estimate”", "may", "anticipate", "believe", "expect", "plan", "intend" or similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact contained in these slides are forward-looking statements. Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond Alimentation Couche-Tard Inc.'s ("Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-looking statements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange rate fluctuations, and such other risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities in Canada, including those risks described in Couche-Tard's management's discussion and analysis (MD&A) for the year ended April 27, 2014. Couche-Tard's MD&A and other publicly filed documents are available on SEDAR at www.sedar.com. Unless otherwise required by law, Couche-Tard does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by it or on its behalf. No financial information presented in this presentation as of a date more recent than April 27, 2014 has been audited. While the information contained in this presentation is believed to be accurate, Couche-Tard expressly disclaims any and all liability for any losses, claims or damages of whatsoever kind based upon the information contained in, or omissions from, this presentation or any oral communication transmitted in connection therewith. In addition, none of the statements contained in this presentation are intended to be, nor shall be deemed to be, representations or warranties of Couche-Tard and its affiliates. Where the information is from third-party sources, the information is from sources believed to be reliable, but Couche-Tard has not independently verified any of such information contained herein. This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer to buy any securities. April 2015 Company Privileged and Confidential Investors Presentation 3#420 Company Representative Raymond Paré Vice-President and Chief Financial Officer Tel: (450) 662-6632 ext. 4607 [email protected] April 2015 Company Privileged and Confidential Investors Presentation 4#520 Table of Content 1. Investment Highlights 2. Couche-Tard Today 3. The Pantry Snapshot 4. Capital Structure & Debt Reduction Plan Appendix 1. Historical Industry US Sales 2. Dividend vs Free Cash Flow 3. Adjusted Enterprise Value on EBITDAR vs EPS April 2015 Company Privileged and Confidential Investors Presentation 5#6Investment Highlights 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#720 Investment Highlights • Disciplined Management Culture Management team with strong track record and founders have 23% equity ownership Management and Board need to hold a multiple of their salary in Shares Decentralized operating model • • Broad Geographic Footprint with Leading Market Positions Leading C-store operator in North America, Scandinavia and Baltics Powerful banners (Couche-Tard, Circle K, Mac's, Ingo, and Statoil) continue to drive traffic and sales • World class Canadian retailer with most geographically diversified footprint Superior Product Offerings Increasing focus on private label, fresh food products and famous for concepts Industry leading merchandise gross margin • Powerful Financial Results Strong and consistent financial performance throughout all economic cycles Prolific history of positive same store sales comps and 25% ROE Significant FCF generation (2008-2014) CAGR of over 60%) Couche-Tard S&P: BBB (Stable) Moody's: Baa2 (Stable) Attractive Synergy Potential Proven ability to extract significant synergies from acquisitions • Transferring best practices across entire platform MD Attractive Sector Dynamics • Steady industry performance throughout downturns with strong projected growth • C-store sector well positioned to gain share from traditional food retail Industry-leading returns in recession Track Record of Highly Disciplined Growth and Debt Reduction Proven ability to integrate acquisitions (~1,600 stores from 47 acquisitions since Circle K in 2003, excluding SFR and The Pantry) Well positioned to lead further consolidation in fragmented industry • Committed to remain investment grade post acquisition April 2015 Couche-Tard is a disciplined c-store operator and integrator Company Privileged and Confidential Investors Presentation 7#8Couche-Tard Today 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#920 North American Footprint WESTERN CANADA Corporate stores: 300 CODO: - DODO: - Affiliated stores: - WEST COAST REGION Corporate stores: 240 CODO: 124 DODO: 191 Affiliated stores: 278 K Mac's ARIZONA REGION Corporate stores: 621 CODO: - DODO:- Affiliated stores: 2 K SOUTHWEST REGION Corporate stores: 314 CODO: 3 DODO: 3 Affiliated stores: 63 CENTRAL CANADA Corporate stores: 502 CODO: - DODO: - Affiliated stores: 183 KK KANGAROO Maca K QUEBEC EAST AND ATLANTIC Corporate stores: 301 CODO: - DODO: - Affiliated stores: 12 Couche-Tard Couche-Tard QUEBEC WEST Corporate stores: 351 CODO: - DODO: - Affiliated stores: 205 GREAT LAKES REGION Corporate stores: 521 CODO: - DODO: - Affiliated stores: 128 KK KANGAROO KK KANGARGO K KK KK KANGAROO SOUTH ATLANTIC REGION Corporate stores: 424 CODO: 22 DODO:- Affiliated stores: - MIDWEST REGION Corporate stores: 591 CODO: 39 DODO: 110 Affiliated stores: 60 GULF REGION Corporate stores: 566 CODO: 6 DODO: 7 Affiliated stores: 47 KK KANGAROO SOUTHEAST REGION Corporate stores: 671 CODO: 17 DODO: 3 Affiliated stores: 117 FLORIDA REGION Corporate stores: 763 CODO: 28 DODO: 19 Affiliated stores: 49 Total network of 7,309 stores in North America and supplies fuel to an additional 572 sites As of February 1st, 2015. (including 1,506 company-operated stores and 61 dealers following The Pantry's acquisition after quarter-end) April 2015 Company Privileged and Confidential Investors Presentation 9#1020 European Footprint NORWAY Corporate stores: 198 CODO: 243 DODO: 46 inc. automats: 177 SWEDEN Corporate stores: 620 CODO: 130 DODO: 24 inc. automats: 472 DENMARK Corporate stores: 308 CODO: 22 DODO: 50 inc. automats: 169 As of February 1st, 2015. April 2015 POLAND Corporate stores: 277 CODO: - DODO: 76 inc. automats: 86 STATOIL 10 ingo STATOIL STATOIL ingo STATOIL STATOIL RUSSIA Corporate stores: 33 CODO: - DODO: - inc. automats: - ESTONIA Corporate stores: 52 CODO: - DODO: - inc. automats: 6 O STATOIL 0 STATOIL LATVIA Corporate stores: 65 CODO: - DODO: 12 inc. automats: 6 STATOIL 2,233 stores in 8 countries in Europe Company Privileged and Confidential Investors Presentation LITHUANIA Corporate stores: 76 CODO: - DODO: 1 inc. automats: 13 10#1120 International Presence Central/South America Mexico 269 United Arab Emirates 35 Honduras 13 Macau 25 China Asia 90 Vietnam 93 Malaysia 14 Indonesia 471 As of February 1st, 2015. April 2015 4,637 licensed Circle K stores in Asia, Mexico, Honduras and U.A.E Company Privileged and Confidential Investors Presentation Japan 3,273 Guam 13 Hong Kong 338 Philippines 3 11#1220 Couche-Tard as a World Leader ($ billions) North America Europe LTM (1) The Pantry Total Pro forma (2) Pro forma Revenue $24.9 $11.3 $36.2 $7.4 $43.6 Contribution 57% 26% 17% 100% Gross Profit $3.5 $1.7 $5.2 $0.9 $6.1 Gross Margin 14.1% 14.9% 14.4% 11.7% 13.9% EBITDA (4) $1.9 $0.3 $2.2 EBITDA Margin 5.2% 3.5% 5.0% Stores (#) 6,314 (3) 2,233 8,547 1,567 10,114 International 4,637 4,637 Total Stores 13,184 14,751 Couche-Tard is a leading global convenience store operator with EBITDA of $2.1 billion (1) LTM financial results as at February 1st, 2015. (2) The Pantry was acquired on March 16, 2015. Pro forma results are LTM of the Pantry as of December 25, 2014. (3) Includes Couche-Tard's Company-Owned/Dealer-Operated and Dealer-Owned/Dealer-Operated sites. (4) Adjusted for non-recurring restructuring provision, curtailment gain and negative goodwill. April 2015 Company Privileged and Confidential Investors Presentation 12#1320 Gross Profit Breakdown Canada 13.6% By Geography Europe 27.8% US 58.6% Motor fuel 38.5% By Product Other 6.1% Merchandise, services and other 55.4% Fuel Gross Margins United States (cents per gallon) 21.72 Europe (cents per litre) Canada (CA cents per litre) 10.81 6.28 Gross Margins (As a % sales) United States 33.2% Europe 41.7% Canada Consolidated 32.9% 34.0% Entry into resilient Scandinavian market with high margin motor fuel business LTM financial results as at February 1st, 2015. (including The Pantry LTM) April 2015 Company Privileged and Confidential Investors Presentation 13#1420 Disciplined Growth and Significant Free Cash Flow Sales Same-store sales ($ in millions) 40,000 13.5% CAG 37,957 35,543 2,676 36,192 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 2,801 Merchandise same-store sales 30,000 US 22,980 Can 0.4% 0.8% 0.1% 0.4% 1.7% 0.9% 18,966 27,209 20,000 15,370 15,781 16,440 25,271 25,672 Eur 2.7% 0.7% 1.9% 4.5% 3.8% 4.4% 2.8% 2.8% 4.5% 3.2% 2.2% 1.6% 3.3% 3.0% 3.6% 1.9% 0.9% 2.5% 1.2% 2.1% 1.7% 16,375 12,744 10,000 10,169 10,365 10,558 5,201 5,416 5,882 6,222 6,599 7,596 7,947 8,047 Can Motor fuel same store volume US -0.5% 0.8% -0.9% 0.2% 0 Eur 1.1% 1.2% 1.7% 1.3% 2.8% -1.4% -0.4% 1.5% 2.1% 1.7% 1.8% 2.2% 2.7% 3.2% 1.8% 2.1% 2.8% 0.3% -1.1% -0.5% 1.7% 2.2% 2.1% 2008 2009 2010 2011 2012 Merchandise Motor fuel 2013 Other 2014 LTM Q3 2015 EBITDA Free Cash Flow ($ in millions) 2,000 1,800 1,600 ($ in millions) 1,857 1250 22.0% CAG 1,640 5.1% 1000 1,376 55.0% CAG 981 866 1,400 1,200 750 614 4.3% 1,000 841 734 800 500 647 404 588 3.9% 378 600 485 3.7% 278 241 400 3.9% 3.9% 250 3.2% 200 3.7% 51 0 H он 2008 2009 2010 2011 2012 2013 2014 2008 2009 2010 2011 2012 2013 2014 LTM Q3 LTM Q3 2015 EBITDA % margin 2015 April 2015 History of strong operational performance and FCF generation Company Privileged and Confidential Investors Presentation 14#1520 History of Highly Disciplined M&A Approach Revenue ($) K Pump N Shop CLARK THORNTONS Couche-Tard's Consistent Acquisition Strategy stopasage Groovin Noovin SPARKY Winners All Star bp FUELMART Holland Close to Home Moore Oil Spectrum Store Kum & Go PACIFIC Dickerson Petroleum Publix. tote PHILLIPS 66 DAVIS K KANGAROO EXPRESS. GAS CITY ExxonMobil Florida Oil Holdings, LLC NEIGHBORS ExxonMobil Sicumture AUSTIN Statoil GATE ExxonMobil On the Run RDK Joint Venture Compac Food Stores Chico Enterprises. Ine Fuel & Retail ExxonMobil SUPERVALU neighborhood PETRO CRYSTAL FLASH NI Z Spirit Accel Marketing LLC Sterling Stores Dead River Company Super Pantry Garvin oil 1 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD 2015 Total Debt/ 3.1 1.5 1.2 1.8 1.7 EBITDA (x)(1) 1.3 1.1 0.7 0.8 2.4 (2) (3) 1.6 (3) 0.9 (3) (4) Stores 1,706 45 75 421 46 107 70 47 326 2,506 166 Acquired 1,677 Agreement signed for additional stores acquisition in 2016 315 Superb track record of integrating acquisitions (1) Represents Total Debt/EBITDA at fiscal year end. (2) Pro forma the acquisition of SFR. (3) Adjusted for non-recurring restructuration provision, curtailment gain, loss on disposal and negative goodwill. (4) Ratio as at February 1st, 2015. Excluding The Pantry, that was acquired on March 16, 2015 and the other subsequent acquisitions. Company Privileged and Confidential April 2015 Investors Presentation 15#1620 Industry Leading Returns Return on capital employed (1)(2) 26.7% 17.8% 14.6% 15.7% 13.3% 9.8% 26.3% 23.8% 14.6% 16.0% Current Casey's CST Murphy NACS 2013 Grocery Stores Home Drugstores Mass Dollar Improv. Merchants Stores Industry Average Return on capital employed since 2003 21.7% 17.3% 17.8% 18.2% 16.4% 16.7% 18.1% 19.0% 17.8% 14.3% 13.2% 13.3% 11.0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Current Strong returns even in challenging economic conditions (1) Based on most recent published last 12 months results as of March 10, 2015. (2) Couche-Tard's most recent published results are as of February 1st, 2015 (Q3 2015) and exclude the Pantry acquired as of March 16, 2015. April 2015 Company Privileged and Confidential Investors Presentation 16#1720 Operational Trademark In-store sales Innovation Differentiation Private and exclusive brands Food Store upgrades ➤ Technology ➤ Industry consolidation Gross margin improvement Procurement Price strategies Product loss reductions April 2015 Increase efficiency ➤ Benchmarking Best practices Growth of the store network ➤ Acquisitions Store development People Forecourt execution 2 Stadium Brats & A Polar Pop $2.59 Jumbo Hot 2/$2 Dogs XL ERBJUDANDE MADE Valfri kaffe och muffins 29: 14: V 14 FEATURING BUFFALO CHICKEN ROLLERBITE LEVINNING Mix-n-Match Grill 2/$2 Items FreshWarmBuns Best-in-class retail operator Company Privileged and Confidential Investors Presentation Eggrolls Sausages Everyday Tornados 17 S 30:- 3 FOR 15:- Småbröd that 3r 20 17#1820 Operational Trademark HOW Cor 1€ 79 Plu Polar Pop us LONGTEMPS Plus FROID TENTION Plus EPO GLACE CONCA Prêt à emporter Coca-Cola Coca-Cola zero Coke Polar Sorle April 2015 Dorito CLAC 3 FRAIS SORTIS DU FOUR Muffin anglais avec bacon, if at homage 89S Muffin anglais aver saucissa, mul at fromage Bagel avec saucisse, auf et fromage 299$ pent, post champignon (5) Pass pepperoni et fumage (100 g Couche-Tard PERFECT K PREMIUM COFFEES You'll love what's in store for you. Simply Great Colle Serveringstilbud Fersk hvetebakst UNO Husk drikke maten 15- 18#19The Pantry Snapshot 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#2020 The Pantry Snapshot • Couche-Tard acquired 100% of The Pantry shares on March 16, 2015 • Total acquisition price of $1.7 billion including debt assumed • Fully-funded transaction with our revolving credit facility and cash on-hand • Immediately and significantly accretive to earnings with free cash flow generation ➤ Synergies of at least $85M during the following 24 months Broad network comprised of ~1,600 stations covering 13 states • LTM revenues of $7.4 billion and LTM reported EBITDA of $261M April 2015 Company Privileged and Confidential Investors Presentation 20 20#21Capital Structure & Debt Reduction Plan 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#2220 Strong Credit Metrics Support Investment Grade Rating 8.0x Circle K Acquisition 2,453 stores acquired No Transformational Acquisition 1,017 stores acquired Strong credit metrics for several years 7.0x K Rapid deleveraging after $804 MM 6.0x Acquisition transformational acquisition Adj. Net Debt / Adj. EBITDAR 5.0x 4.2x 4.0x 3.0x 2.0x 1.0x T T 3.2x 3.2x 3.0x 2.9x 2.7x 2.5x 2.1x 2.1x Leverage post SFR acquisition lower than Circle K $3.6 B Acquisition 3.6x The SFR Acquisition Pantry Acq. 2,299 stores acquired 1,567 stores acquired $1.7 B Acquisition 3.05x 2.44x 2.37x 1.71x 0.0x F2004 F2005 F2006 F2007 F2008 F2009 F2010 F2011 F2012 Pro forma F2013 F2014 Q3 F2015 After acquisition April 2015 Track record of deleveraging after acquisition Company Privileged and Confidential Investors Presentation 22 22#23Appendix Historical Industry Sales Dividend vs Free Cash Flow Enterprise Value ratio vs EPS 30 Couche-Tard MD Macr K Ⓡ STATOIL X ingo KANGAROO EXPRESS.#24April 2015 20 Resilient and Growing Industry Industry's inside sales grow each year, even during recessions Billions of U.S. Dollars 700 600 500 400 300 200 100 1980 1981 U.S. Convenience Stores Industry Sales 165 171 2002 109 181 2003 116 221 263 344 Inside Sales Motor Fuel Sales Recession Consistent growth throughout economic cycles over the last 30 years Source: Industry data is from the <<NACS Sate of the Industry Annual Report - 2013 Data>> Company Privileged and Confidential Investors Presentation στε 385 487 501 492 24 24#2520 Dividend vs Free Cash Flow Dividend 19.2% CAG 83.9 64.6 55.6 49.8 981.3 32.8 865.8 25.6 24.1 25.1 614.2 378.0 404.1 51.2 241.0 278.4 2008 2009 2010 2011 2012 2013 2014 LTM Q3 2015 Dividend / 50.0 10.0 9.0 8.7 12.3 9.1 7.5 8.5 Free CF (%) April 2015 Free cash flow Dividend Consistent growth more than doubling within 5 years Company Privileged and Confidential Investors Presentation 25#2620 Adjusted Enterprise Value on EBITDAR vs CAG EPS 29.0% 13.6% 15.7% 5.0% -1.4% 7.3% -34.1% 14.12 13.48 9.87 10.84 11.52 12.06 9.68 6.97 6.96 ACT Casey's CST Murphy Grocery Stores Home Improv. Drugstores Mass Merchants Dollar Stores Adjusted enterprise value on EBITDAR CAG EPS Couche-Tard earns shareholders more than competition vs its value. Based on most recent published last 12 months results as of March 10, 2015. ACT's most recent published results are as of February 1st, 2015 (Q3 2015). <<Enterprise Value>> and <<Stock Price» calculated as of March 9, 2015. CAG EPS on 5 years for all except for Dollar Stores on 4 years. April 2015 Company Privileged and Confidential Investors Presentation 26 26