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Investors Presentation ALIMENTATION COUCHE-TARD INC. INVESTORS PRESENTATION October 2016 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 24, 2016. 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 24, 2016 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. 2 COMPANY REPRESENTATIVES Brian Hannasch President and Chief Executive Officer Claude Tessier Chief Financial Officer Mathieu Descheneaux Vice President Finance 3 AGENDA 1. Company Highlights 2. Ambitions & Strategy 3. Network Development 4. Value Creation & Financial Review 5. CST Case Study 4 KEY DATA • Listed on the Toronto Stock Exchange ATD.B • Market Cap1 Approx. CA$36B • Revenue US$34.1B Fiscal Year 20162 US$8.4B Q1 2017 YTD2 • Gross Profit US$6.0B Fiscal Year 20162 US$1.5B Q1 2017 YTD2 (+7.1%) • EBITDA US$2.3B Fiscal Year 20162 US$0.6B Q1 2017 YTD2 (+12.2%) • Number of stores3 12,081 North America 7,863 Europe 2,708 International 1,510 • Net Debt / Leverage4 FY2016 US$2.3B / 0.97x Q1 2017 US$2.2B / 0.94x • Ratings S&P BBB (Stable outlook) Moody’s Baa2 (Stable outlook) 1.As of September 30, 2016. 2.Fiscal Year ended 24/04/2016 and Q1 2017 YTD being 12 weeks to 17/07/2016. 3.Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned-Dealer-Operated sites as of July 17, 2016. 5 4.Long term interest-bearing debt, net of cash and cash equivalents and temporary investments divided by EBITDA adjusted for non-recurring items. Refer to the Corporation’s MD&As for more details. ALIMENTATION COUCHE-TARD INC. COMPANY HIGHLIGHTS WHO WE ARE Couche-Tard is a Canadian based group and a world leader in the convenience store and road transportation fuel retail sector • In North America, Couche-Tard is the largest independent convenience store operator in terms of number of company-operated stores. • In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail in Scandinavia, Ireland and the Baltic countries, with a significant presence in Poland and Russia. • 7,863 convenience stores throughout North America, including North America 6,474 stores offering road transportation fuel in all 10 Canadian provinces and 41 U.S. States, and employing about 80,000 people • 2,708 stores, comprising a broad retail network across Scandinavia (Norway, Sweden and Denmark), Ireland, the Baltics (Estonia, Europe Latvia and Lithuania), Poland and Russia. Including employees at its branded franchise stations, about 25,000 people work in its retail network, terminals and service offices across Europe. • Over 1,500 stores operated by independent operators under the Circle K banner in 13 other countries or regions worldwide which International brings the number of sites in Couche-Tard’s network to almost 12,100 . (1) As of July 17, 2016. 7 COMPANY HISTORY • 1980 Start of operations with the opening of a first convenience store located in Laval, Québec. • 80’s-90’s Consolidation of the Canadian market. • 2001 First breakthrough of Couche-Tard in the United States : acquisition of the assets of Johnson Oil Company, Inc., owner of 225 Bigfoot stores, all located in the U.S. Midwest. • 2003 Acquisition of The Circle K Corporation from ConocoPhillips Company that operates 1,663 Circle K corporate stores located in 16 States and has a franchising or licensing relationship with 627 additional stores in the U.S. and worldwide. • 2004 Couche-Tard becomes an active player in the US market consolidation. • 2012 Acquisition of Statoil Fuel & Retail, a leading Scandinavian road transport fuel retailer. Statoil Fuel & Retail operates a broad retail network across Scandinavia (Norway, Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania) and Russia with approximately 2,300 stores, the majority of which offer fuel and convenience products while the others are automated (fuel only) stations. • 2015 Acquisition of The Pantry Inc., a leading convenience store operator in the southeastern United States and one of the largest independently operated convenience store chains in the United States. The Pantry operates approximately 1,500 stores in 13 States under select banners, including Kangaroo Express®, its primary operating banner. • 2015 Couche-Tard launches its global Circle K brand, the world’s preferred destination for convenience and fuel. • 2016 Acquisition of Topaz, the leading convenience and fuel retailer in Ireland, made up of 444 stores. All the Topaz stores will be rebranded with the new global brand Circle K. • 2016 Couche-Tard signs an agreement with Imperial Oil to acquire 279 Esso-branded Canadian fuel and convenience sites. These sites are located in the provinces of Ontario and Québec. • 2017 Couche-Tard enters into a merger agreement to acquire 100% of the outstanding shares of CST Brands, Inc. (NYSE:CST) which stands as the 4th largest chain in North America with 1,146 locations in the US due to a strong presence in Texas and 873 locations in Canada. 8 A DISCIPLINED CONVENIENCE STORE OPERATOR AND INTEGRATOR • Leading C-store operator in North America, Scandinavia, Ireland and Baltics Broad Geographic Footprint with • Strong banners Leading Market Positions • World class retailer with geographically diversified footprint • Increasing focus on private label, fresh food products and famous for concepts Superior Product Offerings • Industry leading merchandise gross margin • Proven integrator Track Record of Highly Disciplined • Well positioned to lead further consolidation in fragmented industry Growth and Debt Reduction • Committed to remain investment grade post acquisition •Steady industry performance throughout downturns with strong projected growth Attractive Sector Dynamics •C-store sector well positioned to gain share from traditional food retail •Industry-leading returns in recessions •Strong and consistent financial performance throughout all economic cycles Powerful Financial Results •Prolific history of positive same-store comps and 27% Return on equity •Significant FCF generation (2011-2016) CAGR of 23% •Proven ability to extract significant synergies from acquisitions Attractive Synergy Potential •Transferring best practices across entire platform •Management team with strong track record and founders have 23% equity ownership as of April 24, 2016 Disciplined Management Culture •Management and Board need to hold a multiple of their salary in Shares •Decentralized operating model 9 EXPERIENCED MANAGEMENT TEAM Alain Bouchard Brian P. Hannasch Claude Tessier Founder and Executive President and Chief Chief Financial Officer Chairman of the Board Executive Officer On September 24, 2014, President and Chief Claude Tessier, CPA, CA, is Mr. Bouchard stepped down Executive Officer since Couche-Tard’s Chief as President and Chief 2014. Previously Chief Financial Officer since Executive Officer and took Operating Officer since 2010 January 2016. Beforehand, on a new role as Founder and Senior Vice-President, Mr. Tessier was President of
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