couche-tard investors presentation - q1 2018...couche-tard or one of its commission agents. (2)...

ALIMENTATION COUCHE-TARD INC.

INVESTORSPRESENTATION

September 2017

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 inthese slides are forward-looking statements.

Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond AlimentationCouche-Tard Inc.’s (“Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-lookingstatements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projectedsynergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange ratefluctuations, and such other risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities inCanada, including those risks described in Couche-Tard’s management’s discussion and analysis (MD&A) for the year ended April 30, 2017.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 bemade 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 30, 2017 hasbeen 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 communicationtransmitted 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 sourcesbelieved 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 publicoffering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer tobuy any securities.

2

FORWARD-LOOKING INFORMATION AND CAUTIONARY LANGUAGE

Claude TessierChief Financial Officer

Mathieu DescheneauxVice President Finance

COMPANY REPRESENTATIVES

3

1. Company Highlights2. Ambitions & Strategy3. Network Development4. Value Creation & Financial Review5. CST Case Study

AGENDA

4

1.Close as at September 8, 2017.2.Fiscal Year ended 30/04/2017 and Q1 2018 YTD being 12 weeks to 23/07/2017.3. Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned-Dealer-Operated sites as at July 23, 2017.4.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.

• Listed on the Toronto Stock Exchange ATD.B

• Market Cap1 Approx. CA$34B

• Revenue US$37.9B Fiscal Year 20172

US$9.8B Q1 2018 YTD2 (+16.9%)

• Gross Profit US$6.5B Fiscal Year 20172

US$1.7B Q1 2018 YTD2 (+14.4%)

• EBITDA US$2.4B Fiscal Year 20172

US$0.7B Q1 2018 YTD2 (+12.2%)

• Number of stores3

North America Europe International

13,9749,4712,7541,749

• Net Debt / Leverage4

FY2017 Q1 2018

US$2.7B / 1.09xUS$6.4B / 2.31x

• Ratings S&P Moody’s

BBB (Stable outlook)Baa2 (Stable outlook)

KEY DATA

5


COMPANY HIGHLIGHTS

Couche-Tard is a Canada 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 inScandinavia, Ireland and the Baltic countries, with a significant presence in Poland.

WHO WE ARE

Store count as at July 23, 2017.

• 9,471 convenience stores throughout North America, including 8,129 stores offering road transportation fuel in all 10 Canadian provinces and 42 U.S. States, and employing about 95,000 people.

• More than 1,200 locations in the U.S. supplied with road transportation fuel through CrossAmerica Partners LP.

North America

• 2,754 stores, comprising a broad retail network across Scandinavia (Norway, Sweden and Denmark), Ireland, the Baltics (Estonia, 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.

Europe

• More than 1,700 stores operated by independent operators under the Circle K banner in 13 other countries or regions worldwide which brings the number of sites in Couche-Tard’s network to over 15,000.

International

7

• 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 of225 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 storeslocated 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 abroad retail network across Scandinavia (Norway, Sweden, Denmark), Poland, the Baltics (Estonia, Latvia, Lithuania) andRussia with approximately 2,300 stores, the majority of which offer fuel and convenience products while the others areautomated (fuel only) stations.

• 2015 Acquisition of The Pantry Inc., a leading convenience store operator in the southeastern United States and one of thelargest independently operated convenience store chains in the United States. The Pantry operates approximately 1,500stores 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.

• 2016 Couche-Tard signs an agreement with Imperial Oil to acquire 278 Esso-branded Canadian fuel and convenience siteslocated 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 strongpresence in Texas and 873 locations in Canada.

• 2018 Couche-Tard enters into a merger agreement to acquire 100% of the outstanding shares of Holiday Stationstores, Inc. animportant convenience store player in the U.S. Midwest region, with 522 stores, a food commissary and a fuel terminal inNewport, Minnesota, which supplies one third of the stations.

COMPANY HISTORY

8

A DISCIPLINED CONVENIENCE STORE OPERATOR AND INTEGRATOR

• Combines world class retailer and leading C-store operator with geographically diverse footprint

• Strong banners, with our new global convenience brand “Circle KTM” and our fuel banner “Ingo” at unmanned stations in Scandinavia

Broad Geographic Footprint with Leading Market Positions

• Increasing focus on private label, fresh food products and famous for concepts• Industry leading merchandise gross marginSuperior Product Offerings

• Proven integrator• Well positioned to lead further consolidation in fragmented industry• Committed to investment grade post acquisition

Track Record of Highly Disciplined Growth and Debt Reduction

•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 recessions

Attractive Sector Dynamics

•Strong and consistent financial performance throughout all economic cycles•Prolific history of positive same-store comps and 22.5% Return on equity1

•Significant FCF generation (2012-2017) CAGR of 17%Powerful Financial Results

•Proven ability to extract significant synergies from acquisitions•Transferring best practices across entire platformAttractive Synergy Potential

•Management team with strong track record and founders have 22% equity ownership as of April 30, 2017•Management and Board need to hold a multiple of their salary in Shares•Decentralized operating model

Disciplined Management Culture

9

(1) As of April 30, 2017.

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EXPERIENCED MANAGEMENT TEAMBrian P. HannaschPresident and Chief Executive Officer

Jean BernierGroup President Global Fuels and North-EastOperations

Darrell DavisSenior Vice-President, Operations

President and Chief Executive Officer since 2014. Previously Chief Operating Officer since 2010 and Senior Vice-President, U.S. Operations from 2008 to 2010.

Appointed Group President Global Fuels and North-East Operations on July 30, 2012. He has over 25 years of experience in the convenience store, fuel and grocery store sectors of the retail industry.

Appointed Senior Vice-President, Operations in May 2012. Previously, he had been Vice-President Operations, Florida since March 2011.

Geoffrey C. HaxelSenior Vice-President, OperationsAppointed Senior Vice-President, Operations in January 2011. He was formerly Vice-President, Operations, U.S. Arizona Region since December 2003.

Hans-Olav HøidahlExecutive Vice-President, Scandinavia

Jørn MadsenExecutive Vice-President, Central & Eastern Europe

Alex MillerSenior Vice President, Global Fuels

Appointed Executive Vice-President, Scandinavia on October 1, 2010. He was formerly Vice President for Energy Europe in the Statoil Group since 2006.

Appointed Executive Vice-President, Central & Eastern Europe on October 1, 2010. He was formerly Vice President for country operations in Statoil Energy & Retail since 2007. He joined Statoil in 1990.

Appointed Senior Vice-President Global Fuels on February 16, 2016. Previously, he had been Vice-President North American Fuels since October 2012. He joined Couche-Tard in January 2012 as Director of Operations Midwest.

Jacob SchramGroup President, European OperationsAppointed Group President, European Operations in June, 2012. He was formerly Chief Executive Officer for Statoil Fuel & Retail from October 1st, 2010. He joined Statoil in 1996.

Claude TessierChief Financial Officer

Dennis TewellSenior Vice-President, Operations

Claude Tessier, CPA, CA, is Couche-Tard’s Chief Financial Officer since January 2016. Beforehand, Mr. Tessier was President of the IGA Operations Business Unit part of Sobeys since 2012.

Appointed Senior Vice-President, Operations in June 2013. Prior to his current appointment, He held the position of Vice-President, Worldwide Franchise as he joined Couche-Tard in January 2011.

Alain BouchardFounder and Executive Chairman of the BoardOn September 24, 2014, Mr. Bouchard stepped down as President and Chief Executive Officer and took on a new role as Founder and Executive Chairman of the Board of Directors.

Total network of 9,471 stores in North America

Largest independent convenience storeoperator in the US in terms of number ofcompany operated stores

• In the US, the convenience sector isfragmented and in a consolidation phase

• Couche-Tard acquired The Pantry in March2015, one of the largest independentlyoperated convenience stores in the US

• On June 28, 2017, Couche-Tard acquired100% of the outstanding shares of CSTBrands, the 4th largest chain in North America.

Leader in the Canadian convenience storeindustry

• In Canada, the convenience store sector isdominated by a few major players includingCouche-Tard and integrated oil companies.Some of the latter are selling, or expected tosell their retail assets.

• On September 7, 2016, Couche-Tard receivedthe approval from the Canadian CompetitionBureau to acquire from Imperial Oil Limited 279sites in Ontario and Quebec and finalized theintegration of these sites during the thirdquarter of fiscal 2017.

As at July 23, 2017.

NORTH AMERICAN NETWORK

Canada US

Couche-Tard Circle KCircle KMac’s, Esso & CST (will be rebranded to Circle K)

Kangaroo Express & CST (will be rebranded to Circle K)

11

Leader in convenience store and road transportationfuel retail in the Scandinavian and Baltic countries andIreland

• The European convenience store sector is oftendominated by a few major players, includingintegrated oil companies. Some of these are in theprocess of selling, or are expected to sell their retailassets

• Key brands:

Circle K Being rebranded from StatoilIngo Unmanned Scandinavian stationsTopaz Will be rebranded to Circle K


2,754 stores in 9 countries or regions in Europe

EUROPEAN NETWORK

12

United Arab Emirates31

Malaysia6

Costa Rica

5

Mexico

461

Central / South America

Honduras

25

Egypt

9

Vietnam246

Indonesia489

Philippines16

Hong Kong332

China86

Macau30

Guam13

Asia

INTERNATIONAL PRESENCE


More than 1,700 licensed Circle K stores in Asia, Costa Rica, Egypt, Honduras, Mexico and U.A.E

• Convenience stores operated by independent operators under the Circle K brand

• License agreement to use the brandnameCircle K

13

CONSOLIDATED NETWORK RECAP

Canada U.S. Europe Internationalpresence

Total

COCO(1) 1,602 5,759 1,968 - 9,329

CODO(2) 251 131 360 - 742

DODO(3) 1 623 426 - 1,050

Franchise/Affiliated(4) 377 727 - - 1,104

Licensed(5) - - - 1,749 1,749

Total 2,231 7,240 2,754 1,749 13,974

Of which: Automats - - 981 - 981

# With fuel 1,194 6,935 2,752 - 10,881

% With fuel 54% 96% 99.9% - 78%

(1) Sites for which the real estate is controlled by Couche-Tard (through ownership or lease agreements) and for which the stores (and/or the service stations) are operated by Couche-Tard or one of its commission agents.

(2) Sites for which the real estate is controlled by Couche-Tard (through ownership or lease agreements) and for which the stores (and/or the service stations) are operated by an independent operator in exchange for rent and to which Couche-Tard sometimes provides road transportation fuel through supply contracts. Some of these sites are subject to a franchise agreement, licensing or other similar agreement under one of our main or secondary banners.

(3) Sites controlled and operated by independent operators to which Couche-Tard supplies road transportation fuel through supply contracts. Some of these sites are subject to a franchise agreement, licensing or other similar agreement under one of our main or secondary banners.

(4) Stores operated by an independent operator through a franchising, licensing or another similar agreement under one of our main or secondary banners.(5) Stores operated by independent operators under the Circle K banner in other countries or regions worldwide.

As at July 23, 2017. Excludes CrossAmerica Parners LP

14

GROSS PROFITS

REVENUES

COUCHE-TARD IS A WORLD LEADER

US71%

Canada17%

Europe12%

15

US62%

Canada13%

Europe25%

US1%

Canada2%

Europe97%

US69%

Canada17%

Europe14%

US54%

Canada11%

Europe35%

US7% Canada

9%

Europe84%

Merchandises and services Motor Fuel Other

$10,971M $27,213M $1,147M

Merchandises and services Motor Fuel Other

$3,780M $2,700M $221M

Total

$39,331M

Total

$6,701M

Couche-Tard is a leading global convenience store operator with EBITDA of $2.5 billion• Well diversified across geographies• Focus on growing high margin categories

Financial data presented for the LTM as of Q1 2018.

Revenues By

ProductsLTM Q1

2018

Gross Profit By Products LTM Q1

2018

Merchandise and services

28%

Motor fuel69%

Other3%


57%

Motor fuel40%

Other3%

GROSS PROFIT

REVENUES

COUCHE-TARD IS A WORLD LEADER

16


64%

Motor fuel36%

Other0.4%


66%

Motor fuel32%

Other2% Merchandise

and services32%

Motor fuel57%

Other11%

U.S. Canada Europe

$24,792M $5,444M $9,095M

U.S. Canada Europe

$4,066M $966M $1,669M

Total

$39,331M

Total

$6,701M

Financial data presented for the LTM as of Q1 2018.

Revenues By

GeographyLTM Q1

2018

Gross Profit By

Geography LTM Q1

2018

US61%Canada

14%

Europe25%

US63%

Canada14%

Europe23%Merchandise

and services32%

Motor fuel68%

Other0.1%


34%

Motor fuel65%

Other0.4% Merchandise

and services14%

Motor fuel74%

Other12%

2,182 2,599 2,699 2,8063,431 3,682 3,780

787

1,664 1,888 2,129

2,4402,587 2,700

6

347401 334

211 213221

2,975

4,6104,988

5,268

6,0826,482

6,701

2012 2013 2014 2015 2016 2017 LTM Q1 2018

Gross profit (in millions of US dollars)

Merchandise Motor Fuel Other

REVENUE & GROSS PROFIT

• Revenue includes road transportation fuel revenues which is the dollar amount of sales

• Revenue can therefore change with movements in the average selling price of road transportation fuel

• In fiscal 2017, road transportation fuel revenue represented about :

63% of total revenue in Canada

68% of total revenue in the US, and

74% of total revenue in Europe

• Yet, road transportation fuel gross margins represented only about 40% of Couche-Tard’s overall gross profit

• Gross profit represents our income after cost of sales

CAG: Five-year compounded annual growth - fiscal 2017 over fiscal 2012

Gross Profit is the more accurate reflection of our business operations

17

6,599 7,596 7,953 8,276 10,072 10,724 10,971

16,375

25,271 27,209 24,282 23,30626,054 27,213

6

2,6762,800

1,972 7671,126

1,147

22,980

35,54337,962

34,530 34,14537,905 39,331

2012 2013 2014 2015 2016 2017 LTM Q1 2018

Revenue (in millions of US dollars)

Merchandise Motor Fuel Other

11% CAG

17% CAG

404

614

865979

1,065890

2012 2013 2014 2015 2016 2017

2012 2013 2014 2015 2016 2017

Merchandise sales

US 2.7% 1.0% 3.8% 3.9% 4.6% 2.0%

Europe 1.6% 2.0% 2.8% 3.5%

Canada 2.8% 2.0% 1.9% 3.4% 2.9% 0.1%

Motor Fuel Volume

US 0.1% 0.6% 1.7% 3.4% 6.6% 2.6%

Europe 2.5% 2.4% 2.6% 1.0%

Canada -0.9% 0.0% 1.3% -0.1% 0.9% -0.3%

2,975

4,610 4,988 5,2686,082 6,482

2012 2013 2014 2015 2016 2017

841

1,3761,640

1,8762,331 2,396

2012 2013 2014 2015 2016 2017

A HISTORY OF STRONG FINANCIAL PERFORMANCE

(in millions of US Dollars) (in millions of US Dollars)

(1) Free Cash Flow defined as: EBITDA minus total CAPEX (excluding price paid for acquisitions), net dividends paid, net interests paid and net income taxes paid plus proceeds from disposal.

Gross Profit

(in millions of US Dollars)

Proven track record of consistent growth

Same Store Sales Growth

EBITDA Free Cash Flow (1)

23% CAG 17% CAG

18

17% CAG

STOCK PERFORMANCE – COMPARED TO PUBLIC COMPETITORS AND RETAIL INDUSTRY

Source: Yahoo Finance. As of September 1, 2017.(1) On June 28, 2017, ACT acquired CST Brands.

19

0%

100%

200%

300%

400%

500%

600%

700%

800%

Couche-Tard C-Stores GroceryHome Improv. Drugstores Mass Merch.Dollar Stores

0%

100%

200%

300%

400%

500%

600%

700%

800%

Couche-Tard Casey'sDelek MarathonMurphy CST Brands(1)


AMBITIONS & STRATEGY

TO BECOME THE WORLD’S PREFERRED DESTINATION FOR

CONVENIENCE AND FUEL

21

OUR VISION

OUR GLOBAL BRAND GET HIGH DEF

22

GLOBAL CIRCLE K BRAND

• On September 22, 2015, Couche-Tard announced the creation of a new, global convenience brand, “Circle KTM”

• The existing Circle K is already Couche-Tard’s largest and most international brand. It can be seen today serving the needs of customers in 22 countries around the world

• The new Circle K brand will replace the existing brands:

Circle K®, Statoil®, Mac’s® , Kangaroo Express®, Topaz®

• Couche-Tard has chosen to retain the company’s founding Couche-Tard retail brand in the province of Québec, Canada

• The new Circle K brand will also appear on licensed stores worldwide• The Company’s goal in the coming years is to have a single convenience retail brand across our worldwide

network

Before After Before After

23

REBRANDING STATUS

Project well under way: More than 1,800 stores(1) in North America and 1,300 stores(1) in Europe are now proudly displaying our new global convenience brand Circle K

• Scandinavia market already completed – Outstanding success• Baltics, Poland and Canada underway• United States ongoing

24

(1) As of July 23, 2017

SUPER GLOBALSUPER LOCAL

NEW GLOBAL BRAND – SAME APPROACH TO SERVING OUR CUSTOMERS

25

THE PROMISE BEHIND THE BRAND

26

MAKING IT EASY BRAND PILLARS SUPPORTING OUR PROMISE

27

Recruitment& Hiring

Employeeengagement

Employeeturnover

Servicestandards Training Physical

appearance

BRAND PILLARS – FAST & FRIENDLY SERVICE

28

Clean#2 reason impacting shoppers’ decision of which c-store to visit

(after location)

In-stockOut-of-stock is #1 reason

for missed sale in c-stores

Fast transaction88% of US adults want

their store checkout experience to be faster

Predictable in-store and forecourt experience

Source Convenience store news

29

BRAND PILLARS – EASY VISTS

BRAND PILLARS – PRODUCTS FOR PEOPLE ON THE GO

FoodHot

DispensedBeverages

Cold DispensedBeverages

Car Wash PrivateLabel Fuel

30

CONVENIENCE KEY CATEGORIES

31

PRIVATE LABEL

Better value proposition to customers

Higher penny profit

Increased Circle K brand awareness

32

FUEL

Consumer experience

Payment & Loyalty

Product Differentiation Pricing

Pillars

33


NETWORK DEVELOPMENT

NEW FORMAT DEVELOPMENT

Larger fuel offering

Food service expansion

High traffic locations

Focus on site layouts & critical dimensions

Circle K Branded store & customized fuel branding

Standardization of building, interior layout & image

35

NEW SITES We completed the construction, relocation or reconstruction of 91 stores duringfiscal 2017 and 23 since the beginningof fiscal 2018.

36


VALUE CREATION AND FINANCIAL REVIEW

Value DriversProtect Value & Enable

Growth

OUR FOUR PILLARS OF VALUE CREATION – THE EQUATION

OrganicGrowthOrganicGrowth AcquisitionsAcquisitions Cost

DisciplineCost

Discipline

Capital Structure & Financial Discipline


Value Creation

Value Creation

38

Focus on customers’ needs and respond to

market trendsEmphasize on key categories – Food, coffee,

cold beverages, fuel and car wash

Innovation and technology

Execution

Continuous improvement

Private label

Branding

Construction, relocation or

reconstruction of stores

ORGANIC GROWTH

OrganicGrowthOrganicGrowth

39

Organic Growth

Europe SSS+3.5%

Europe SSV+1.0%

USSSS

+2.0%

USSSV

+2.6%

Canada SSS

+0.1%

Canada SSV

(-0.3)%

ORGANIC – FISCAL 2017 TOP-LINE GROWTH

SSS: Same-store merchandise salesSSV: Same-store volume

40

ORGANIC – SUSTAINABLE TOP-LINE GROWTH

6,5997,596 7,953 8,276

10,072 10,724

2012 2013 2014 2015 2016 2017

Merchandise & Service Sales(millions of US dollars)

10% CAG

4,6136,945

7,626 8,13510,502

11,793

2012 2013 2014 2015 2016 2017

Road Transportation Fuel Volume(millions of gallons)

21% CAG

-5%

5%

2012 2013 2014 2015 2016 2017

Road Transportation Fuel Same-Store Volume Growth

US Europe Canada-5%

5%

2012 2013 2014 2015 2016 2017

Same-store MerchandiseRevenue Growth

US Europe Canada

41

CAG: Five-year compounded annual growth - fiscal 2017 over fiscal 2012

Organic Growth

Europe 42.4%

United States 33.2%

Canada33.8%

ORGANIC GROWTH –LEADING TO STRONG MARGINS IN ALL GEOGRAPHIES

42

FISCAL 2017 MERCHANDISE & SERVICE MARGIN

NO CLEAR CORRELATION BETWEEN FUEL PRICES & MARGINS

• No clear correlation between fuel selling price and margins

• Our margins are not directly impacted by lower fuel selling prices

• Lower fuel prices leave customers more money in their pockets for their in-store shopping

(1) For company-operated stores only(2) For total network

43

- 5.00

10.00 15.00 20.00 25.00 30.00

Q3

2007

Q1

2008

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2008

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2015

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2016

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2016

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2017

Q3

2017

Q1

2018

U.S Fuel Margins (CPG) (1)

US margins (CPG) Trend

-

2.00

4.00

6.00

8.00

10.00

Q3

2007

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2008

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2008

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2016

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2018

Canadian Fuel Margins (CPL) (1)

CA margins (CPL) Trend

00.20.40.60.8

11.21.4

Q1

2013

Q2

2013

Q3

2013

Q4

2013

Q1

2014

Q2

2014

Q3

2014

Q4

2014

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2015

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2015

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2016

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2017

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2017

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2017

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2018

Norwegian Fuel Margins (NOK PL)(2)

NOK margins per litre Trend

0

0.2

0.4

0.6

0.8

Q1

2013

Q2

2013

Q3

2013

Q4

2013

Q1

2014

Q2

2014

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2018

Swedish Fuel Margins (SEK PL)(2)

SEK margins per litre Trend

0

0.2

0.4

0.6

0.8Q

1 20

13Q

2 20

13Q

3 20

13Q

4 20

13Q

1 20

14Q

2 20

14Q

3 20

14Q

4 20

14Q

1 20

15Q

2 20

15Q

3 20

15Q

4 20

15Q

1 20

16Q

2 20

16Q

3 20

16Q

4 20

16Q

1 20

17Q

2 20

17Q

3 20

17Q

4 20

17Q

1 20

18

Danish Fuel Margins (DKK PL) (2)

DKK margins per litre Trend

3.54 3.51 3.41

2.89 2.20 2.18 2.19

16.99 18.77 18.11

21.74 20.15

18.56 18.59

2012 2013 2014 2015 2016 2017 2018 Q1 LTM

U.S Market(1)

Motor fuel price (US dollars per gallon) Motor fuel margin (US cents per gallon)

US FUEL MARGINS TRENDS

10.00

12.00

14.00

16.00

18.00

20.00

22.00

24.00

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

ACT Historical US Fuel Margins (CPG)

+1.9 CAG

10.00 12.00 14.00 16.00 18.00 20.00 22.00 24.00

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

US Industry Historical Fuel Margins (CPG)

ACT: Fiscal Year / Industry: Calendar YearSources: ACT reporting documents and NACS SOI Annual Report.

Year-over-year volatility – Long term trend is up

• Large integrated oil companies out of retail. Marketdominated by pure play retailers who need to maintain and grow margins in order to maintainprofitability

• Higher premium fuel penetration

• Improved, more sophisticated pricing strategies

• Improved, more sophisticated execution

• Improved supply conditions

• Large integrated oil companies out of retail. Marketdominated by pure play retailers who need to maintain and grow margins in order to maintainprofitability

• Higher premium fuel penetration

44

Smart, disciplined acquisition strategy –

Spotting the right opportunities and striking the right deals at the right

price

Identify the right opportunities

Strike the right deal at the right

price

Swift and efficient

integration

Realization of availablesynergies

Deleveraging

ACQUISITIONS

AcquisitionsAcquisitions

45

PROVEN TRACK RECORD OF SUCCESSFUL ACQUISITIONS

Net Debt/Adjusted EBITDA (1)

Stores Acquired

(1) This ratio represents the following calculation: long term interest-bearing debt, net of cash and cash equivalents and temporary investments divided by EBITDA (Earnings before Interest, Tax, Depreciation, Amortization and Impairment) adjusted for specific items. Refer to the Corporation’s MD&As for more details.

(2) Including full-year results for SFR.(3) Pro forma The Pantry for 2015, Topaz for 2016, ESSO for 2017 and CST for 2018.

2.2 0.8 0.4 1.5 1.3 1.0 0.8 0.3 0.4 2.0 (2) 1.3 1.2 (3) 1.0 (3) 1.1 (3)

46

Agreement signed for additional stores acquisition in fiscal 2018 522

1,706 45 75 421 46 107 70 47 326 2,506 166 1,660 515 442 1,362

Rev

enue

($)

Winners

Pump N Shop

Sterling Stores

Compac Food Stores

Garvin oil

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

2.3 (3)

EXCEPTIONAL DELEVERAGING TRACK RECORD

• ACT is committed to maintaining a strong balance sheet and sustaining its investment grade credit rating

(1) Pro forma The Pantry(2) Pro forma Topaz(3) Pro forma Esso(4) This ratio represents the following calculation: long-term interest-bearing debt, net of cash and cash equivalents and

temporary investments divided by EBITDA (Earnings Before Interest, Tax, Depreciation, Amortization and Impairment) adjusted for specific items.

4.2

3.0 2.5

3.2 3.2 2.9 2.7 2.1 2.1

3.6 3.1

2.4 2.2 2.0 2.0

F2004 F2005 F2006 F2007 F2008 F2009 F2010 F2011 F2012 Pro Forma F2013 F2014 F2015 (1) F2016 (2) F2017 (3)

Adj.

Net

Deb

t / A

dj. E

BIT

DAR

(4)

Circle K Acquisition No Transformational Acquisition SFR Acquisition The Pantry, Topaz and IOL stores Acquisitions

2,453 Stores Acquired 1,017 Stores Acquired 2,299 Stores Acquired 2,269 Stores AcquiredRapid deleveraging

after transformational

acquisitionStrong credit metrics for several years Leverage post SFR

acquisition lower than Circle K

$3.6B Acquisition

$1.7B Acquisition

$804MAcquisition

47

$0.3B Acquisition

$1.7B Acquisition

Demonstrated track record of rapid deleveraging after acquisitions

Synergies Statoil Fuel and Retail

• Target: $150M - $200M• Realized: >$200M

Synergies The Pantry

• Target for the first 24 months: $125M• Realized: >$125M

DELIVERING ON SYNERGIES THROUGH OUR ACQUISITIONS

48

Synergies CST Brands, Inc

• Initial target for the first 36 months: $150M –$200M

Cost Control

Disciplined Culture

Cost Efficient Systems

Economies of Scale

Scalable Organization,

Systems & Processes

5-year Average : +1.0%

COST CONTROL – PART OF OUR DNA

1.9%

-0.9%0.2%

0.8%

1.5%

2.3%

2012 2013 2014 2015 2016 2017

Year-over-year expense growth

49

Competitive cost of debt

Well spread maturities

Access to liquidities –Cash and

credit facilities

Carefulallocation of

capitalDividend growth

Disposal of non-coreassets

Rapid delevera-ging after

acquisitions

CAPITAL STRUCTURE & FINANCIAL DISCIPLINE

CostDiscipline

CostDiscipline

50

STRONG EBITDA TO FCF CONVERSION

CAG: Five-year compounded annual growth - fiscal 2017 over fiscal 2012.(1) 2015 Free cash flow includes the proceeds from the disposal of the aviation fuel business.(2) 2016 Free cash flow includes the proceeds from the disposal of the lubricants business.

Couche-Tard generates strong cash flows, which allows rapid deleveraging to support a strong credit profile.

17% CAG

51

Capital Investment primarily consists of the investment in property and equipment net of disposals and the ongoing improvement of our network:

• Construction of new stores

• Relocation and construction of existing stores

• Replacement of equipment

• Information technology

• Rebranding

2016 CAPEX increasedsignificantly because of the integration of more than 1,500 Pantry stores.

In addition, 2017 CAPEX increaseddue to the integration of the acquired stores from Esso and Dansk Fuel.

Capex spend has averaged about 30% of EBITDA since 2012

Strong FCF Growth(millions of US dollars)

STRONG CAPITAL STRUCTURE & FINANCIAL DISCIPLINE


Adjusted Leverage Ratio (2)

3.07:1 Investment

Grade Credit Profile

$2.5 Billion and

CA $700M of senior

unsecured notes (3)

~$1.0 Billion in Cash

~$1.5 Billion available

under credit facilities

Free Cash Flow

~$1.0 Billion

Average Cost of Debt 2.7 %

Standard&Poors: BBB (Stable) Moody’s: Baa2 (Stable)

52

(1) CAG: Five-year compounded annual growth - fiscal 2017 over fiscal 2012.(2) Long term interest-bearing debt plus the product of eight times rent expense, net of cash and cash equivalents and

temporary investments divided by EBITDAR (Earnings before Interest, Tax, Depreciation, Amortization, Impairment and Rent expense) adjusted for specific items. Refer to the Corporation’s MD&As for more details.

(3) Issuance of the notes occurring subsequent to the end of the first quarter.

404

614

865 979

1,065 890

975

2012 2013 2014 2015 2016 2017 2018 Q1LTM

Free Cash Flow (in million dollars US)

FCF +17 % CAG1

Value Creation

RESULT OF THE VALUE CREATION EQUATION : ADJUSTED DILUTED NET EARNINGS PER SHARE AND RETURN ON EQUITY GROWTH

0.81 1.11

1.35

1.79 2.08 2.21

2012 2013 2014 2015 2016 2017

Adjusted Diluted Net Earnings per Share

(USD)5-year compoundedannual growth+22 %

22.0% 21.5% 22.6%24.9%

27.0%22.5%

2012 2013 2014 2015 2016 2017

Return on Equity

53

Quarterly dividend increased twice duringfiscal 2016, from CA 5.50¢ per share toCA 7.75¢ per share, an increase of 41%.In the second quarter of fiscal 2017, thequarterly dividend increased to CA 9.00¢per share (remained at CA 9.00¢ for thethird and fourth quarters of fiscal 2017 aswell as for the first quarter of fiscal 2018).

Value Creation

RESULT OF THE VALUE CREATION EQUATION : DIVIDEND GROWTH

54

(1) CAG: Five-year compounded annual growth - fiscal 2017 over fiscal 2012.

50 56 65

87 104

145 145

2012 2013 2014 2015 2016 2017 2018 Q1LTM

Dividends Paid – US Millions

5-year compounded annual growth1 +24 %

404

614

865 979

1,065

890 975

50 56 65 87 104145 145

2012 2013 2014 2015 2016 2017 2018 Q1LTM

Dividend vs Free cash flow

Free cash flow Dividend

FCF +17 % CAG1

RESULT OF THE VALUE CREATION EQUATION : STOCK VALUE GROWTH

Value Creation

55

-50.0%

50.0%

150.0%

250.0%

350.0%

450.0%

2012-08-30 2013-08-30 2014-08-30 2015-08-30 2016-08-30 2017-08-30

5-Year Stock Performance

Variance ACT stock price (%) Variance TSX index (%)

Source: Bloomberg. As of August 30, 2017.

Q1-2018 12-week periodended July 23, 2017

Merchandise same-store revenues

United States +1.4%

Europe +1.4%

Canada (0.2%)

Road transportation fuel same-store volume

United States +0.4%

Europe (0.3%)

Canada (0.2%)

Adjusted EBITDA $715.3M / +16.2%

Adjusted Diluted Net Earnings per Share $0.67 / +17.5%

Declared dividend per share 9.0 ¢ CA / +16.1%

SNAPSHOT – CONTINUED GROWTH

56


ACQUISITIONS COMPLETEDDURING FY18

Value Creation

CST TRANSACTION SUMMARY & OVERVIEW

Gross Profits (2)

54%41%

5%

Merch. & Serv.Fuel

70%

30%

US Canada

Transaction Summary• Alimentation Couche-Tard Inc. (“ACT”) acquired 100% of the outstanding shares

of CST Brands Inc. (“CST”), representing a total enterprise value ofUS $4.4 billion or approximately US $4.2 billion excluding the value of CST’sequity participation in CrossAmerica Partners LP (“CAPL”). In order to obtainapproval from the regulatory authorities, ACT sold to Parkland Fuel Corporationcertain Canadian assets of CST, retaining 157 company-operated stores. In theUnited States, ACT has agreed to sell 70 sites to Empire Petroleum Partners,LLC., a transaction which should close at the end of August or in early September2017.

• CST shareholders received cash consideration of US$48.53 per share • Implied CST EBITDA multiple of 11.4x pre-synergies (1)

Strategic & Financial Impact• Transaction is expected to generate between US$150M and US$200M in annual

cost synergies to be realized over the next 3 years• Provides ACT control over CAPL’s General Partner, ownership of associated

Incentive Distribution Rights and equity stake of 20.5% in CAPL (CAPL is a distributor of branded and unbranded petroleum for motor vehicles in the U.S.)

Financing• Couche-Tard financed the purchase of CST, including the refinancing of a portion

of CST’s existing indebtedness through:• Capacity under existing revolving credit facilities • New acquisition debt financing consisting of term loans of which a portion

will be termed-out over time• Available cash

(1) As of March 31, 2017. Excludes CrossAmerica Partners LP.(2) LTM for the period ended March 31, 2017. Excludes CrossAmerica Partners LP.

58

SignificantSynergiesPotential

• Top-line upside• Sharing of business awareness and best practices

• Cost optimization• Optimization of supply conditions• Optimization of distribution strategy

• Elimination of redundant costs

Acquisition Rationale

• Operating model alignment• Strong geographic• Entry in Texas• Void fill in US Southeast• Strenghtening of existing network

• Talent acquisition and cross-learning potential

• Valuable real estate portfolio• MLP structure

StrategicImportance

• Unique opportunity to acquire one of few remaining potential North American public targets exceeding 1,000 stores

• ACT to approach 9,500 North American stores

• Increased scale and leverage to create brand awareness and take advantage of merchandise and fuel procurement opportunities

HIGHLIGHTS OF THE TRANSACTION

59

CST’S RETAINED RETAIL NETWORK

US Network

Canadian Network

1,106(1)

company operated

sites

157(1)

company operated

sites

(1) Net of the Canadian divested sites to Parkland and the U.S. divested sites to Empire Petroleum

60

PRO FORMA NORTH AMERICA FOOTPRINT

• COUCHE-TARD (1)

US: 6,074 Canada: 2,087

• CST (2) (3)

US: 1,106 Canada: 157

• Total US: 7,180 Canada: 2,244 North America: 9,424

CST acquisition has allowed ACT to further diversify its operations and cash flow with a stronger presence in Texas, a fast growing and business friendly state.

(1) Couche-Tard’s store count as at June 30, 2017.(2) As at June 28, 2017. Excludes CrossAmerica Parners LP(3) Net of the Canadian divested sites to Parkland and the U.S. divested sites to Empire Petroleum(4) Pro forma store count by state. Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-

Owned/Dealer-Operated sites and excludes its RDK network operated under a joint venture.61

AL 161 FL 942 KY 113 MS 113 NC 426 TN 160

AZ 615 GA 388 LA 307 MO 124 OH 313 TX 882

AR 41 HI 5 ME 111 NV 34 OK 62 VT 7

CA 741 IL 256 MD 10 NH 60 OR 57 VA 56

CO 209 IN 237 MA 32 NJ 27 PA 29 WA 47

CT 3 IA 5 MI 29 NM 91 RI 1 WV 17

DE 1 KS 35 MN 17 NY 36 SC 309 WI 1

U.S. store count by State(4)

Revenues 37.9 8.2 46.1

% of total 82% 18% 100%

GP 6.5 1.2 7.6

% of total 85% 15% 100%

EBITDA(3) 2.4 0.7 3.1

Store network 12,664 1,263 13,927

Debt 7.6

DEBT/EBITDA 2.4

78%

22%

PRO FORMA PROFILE FOR CST - FINANCIAL

Couche-Tard has strengthened its leadership position as a global convenience store operator with pro forma EBITDA of $3.1B

(billions of US Dollars)At ClosingPro Forma

Pre-synergies EBITDA Contribution

(1) Couche-Tard Fiscal 2017 results(2) After reflecting sale to Parkland and the sales agreement with Empire Petroleum, CST LTM financial results as at March 31, 2017.

EBITDA includes a gain of $347 million from disposal of assets.(3) Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned/Dealer-Operated sites as well as its

International licensees as at June 30, 2017. Excludes CrossAmerica Parners LP

(1) (2)

62

CROSSAMERICA PARTNERS LP

63

(1) CrossAmerica’s network as of March 31, 2017

ACT brings CrossAmerica:• Continuity with a general partner whose

management culture is aligned with CrossAmerica

–Disciplined operator with best practices in acquisitions and integration

–Strong and consistent financial performance throughout all economic cycles

–Heightened focus on growing Free Cash Flow, with particular expertise in cost management

–Well capitalized with solid balance sheet; CST long-term debt is non-recourse to ACT

–Well positioned to lead further consolidation in fragmented industry

• Scale and global reach provides additional operational benefits

–Further strengthens relationship with many of our key suppliers

–Many turnkey branding and franchise programs that can complement dealer offerings

–Supports dealer health, which impacts fuel volume growth and additional rental income potential

• Wholesale operations with complementary geographic reach

CrossAmerica U.S. Footprint(1)

$150M-$200M in

pre-tax cost synergies

Merchandise Supply Costs

Fuel Sourcing & Distribution

Costs

Operating Expenses

and Overhead

EXCEPTIONAL SYNERGIES POTENTIAL

COST SYNERGIES

Increased brand penetration and

awareness

Leveraging keyconsumer

Value drivers, e.g. loyalty,

digital marketing, etc

Leveraging best practices and

cross-learning opportunities

TOP-LINE SYNERGIES

64

Evaluate talent pool and secure

key employees

Sale of CST Canadian

assets

Integrate operations &

eliminate redundant

costs

Integrate support

functions, technology

and systems & eliminate redundant

costs

Roll-out key programs–Polar Pop,

Simply Great

Coffee, ATMs, etc.

Rebrand to Circle K/Couche-

Tard

Transfer CST to existing

ACT non-fuel

agreements to unlock

procurement synergies

Re-negotiate

ACT existing

agreements to leverage increased

scale

Review distribution

strategy

INTEGRATION STRATEGY

Well planned and efficient integration strategy – Similar to The Pantry

Build optimal strategy for CrossAmerica Partners LP

65

STRONG FINANCING PLAN

Transaction financing needs of ~$4.8 billion (including acquisition costs), funded throughCapacity under ACT’s existing credit facilitiesNew acquisition financing consisting of term loans – three tranches with 1, 2 and 3 years terms

ACT expects to repay for the term loans throughProceeds from the sale of Canadian assetsProceeds from sale of other non-core assetsTerm out to the bonds marketFree cash flow

Financing strategy will allow Access to capital at competitive conditions Flexibility to repay debt rapidly Capacity to modulate debt maturities

Competitive, well balanced and flexible financing structure

66


SIGNIFICANT ACQUISITION AGREEMENT -SUBSEQUENT TO FY17

HOLIDAY SNAPSHOT

• On July 10, 2017, Alimentation Couche-Tard Inc. announced that it had signed an agreement with HolidayCompanies to acquire all of the issued and outstanding shares of Holiday Stationstores, Inc. and certainaffiliated companies (“Holiday”), an important convenience store player in the Upper Midwest United-States,with 522 stores, a food commissary and a fuel terminal in Newport, Minnesota, which supplies one third ofthe stations. 374 stores are operated by Holiday and 148 by franchisees

• Holiday has a strong car wash business with 221 locations

• Allows Couche-Tard to expand it’s geographic footprint into the Upper Midwest U.S. and to gain a strongposition in the Greater Twin Cities metropolitan area. The acquired sites are located in the following states:Minnesota, Wisconsin, Washington, Idaho, Montana, Wyoming, North Dakota, South Dakota, Michigan andAlaska.

• The transaction is anticipated to close in the fourth quarter of Couche-Tard’s fiscal year 2018 and is subject to customary regulatory approvals and closing conditions. The Corporation expects to finance the transaction by using its available cash and existing credit facilities.

68

CONCLUSION

Broad Geographic Footprint with Leading Market Positions

Superior Product Offerings

Track Record of Highly Disciplined Growth and Debt Reduction

Attractive Sector Dynamics

Powerful Financial Results

Attractive Synergy Potential

Disciplined Management Culture

Poised for growth

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couche-tard investors presentation - q1 2018...couche-tard or one of its commission agents. (2)...

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