Alimentation Couche-Tard Inc. — Proxy Solicitation & Information Statement 2024

Jul 24, 2024

Management is soliciting your proxy for the Alimentation Couche-Tard Inc. 2024 annual meeting of shareholders

You can either attend and vote at the virtual meeting or have someone else vote for you.

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1. Attend and vote at the virtual meeting

If you want to attend and vote at the virtual meeting:

When

Thursday, September 5, 2024 10:30 a.m. (EDT)

• Do not complete this form. Your vote will be taken and counted at the virtual meeting.

Where

Via live webcast online at

• Follow the login instructions provided in our 2024 management information circular.

https://web.lumiagm.com/439117300

Password couchetard2024

Proxy form

For registered holders of Alimentation Couche-Tard Inc. Common shares

In this form:

• you and your refer to registered holders of Alimentation Couche-Tard Inc. Common shares

• we , us and our mean Alimentation Couche-Tard Inc.

• Common shares means our Common Shares

• meeting means our 2024 annual meeting of shareholders

• circular means our 2024 management information circular.

2. Complete this form to have someone else attend and vote at the virtual meeting (your proxyholder )

2. Elect directors

A. Appoint a proxyholder

			For	Withhold
	1.	Alain Bouchard		
	2. 3. 4. 5.	Louis Vachon Jean Bernier Karinne Bouchard Eric Boyko	   	   
	6.	Marie-Eve D’Amours		
	7. 8.	Janice L. Fields Eric Fortin	 	 
	9.	Richard Fortin		
	10. 11. 12. 13. 14. 15.	Stephen J. Harper Mélanie Kau Marie-Josée Lamothe Monique F. Leroux Alex Miller Réal Plourde	     	     
	16.	Louis Têtu		

Your proxyholder will attend and vote your Common shares at the virtual meeting on the items in section B according to the instructions you provide. If other matters properly come before the meeting, your proxyholder can vote as they see fit.

Appoint an Alimentation Couche-Tard officer

Unless you appoint someone else, Alain Bouchard or Brian Hannasch will be your proxyholder.

or

Appoint someone else

If you prefer, you can appoint someone else to be your proxyholder. The person you appoint does not need to be an Alimentation Couche-Tard Inc. shareholder. Make sure this person knows you have appointed them as your proxyholder, and that they must attend the virtual meeting for your vote to be counted. YOU MUST have the appointee call TSX Trust at 1 866 751-6315 (toll free in Canada and the United States) or 1 (416) 682-3860 (other countries) by 10:30 a.m. (EDT) on September 3, 2024, so that TSX Trust may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number, your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

3. Voting on our approach to executive compensation

On an advisory basis and not to diminish the role and responsibilities of the board of directors that the shareholders accept the approach to executive compensation as disclosed in our 2024 management information circular.

For Against  

4. Shareholder Proposal #1

Print their name below:

Incentive compensation for all employees based on ESG objectives, as outlined in Appendix D of our 2024 management information circular

_________

Name of proxyholder

For Against  

If this person is unable to serve as your proxyholder, they can appoint another person as proxyholder in their place.

5. Shareholder Proposal #2

In-person shareholder meetings, as outlined in Appendix D of our 2024 management information circular

B. Give us your voting instructions

Please check FOR or WITHHOLD for items 1 and 2 and FOR or AGAINST for items 3, 4, 5, 6, 7, and 8. Please use a dark pencil.

For Against  

6. Shareholder Proposal #3

Disclosure of languages mastered by executives, as outlined in Appendix D of our 2024 management information circular

1. Appoint the auditor until the next annual meeting and authorize the Board of Directors to set their remuneration

set their remuneration	management information circular
For Withhold	For Against
PricewaterhouseCoopers LLP  	 

7. Shareholder Proposal #4

Advisory vote on environmental policies, as outlined in Appendix D of our 2024 management information circular

For Against  

8. Shareholder Proposal #5

Company sustainability strategy, as outlined in Appendix D of our 2024 management information circular

For Against  

C. Sign here

If you are sending us your vote by mail or fax, you must sign here for your vote to be counted. You must also sign here if you are appointing another person to attend the virtual meeting for you.

If your authorized attorney is signing this form on your behalf, they must have proof of your authorization. For Common shares registered in the name of a corporation, estate or trust, an authorized officer or attorney must sign this form and state their position. This person may also have to provide proof that they are authorized to sign. Please use the corporate seal if you are signing on behalf of a corporation.

When you sign this form, you are authorizing your proxyholder to vote (i) according to your instructions at our 2024 annual meeting of shareholders or any adjournment, (ii) as they sit fit and on any amendments or any new business properly submitted before the meeting. You are also revoking any proxy that you have previously given for this meeting.

If you do not give us your voting instructions in section B, the Alimentation Couche-Tard Inc. officer you appointed in section A will vote FOR items 1, 2 and 3 and AGAINST items 4, 5, 6, 7 and 8, or the other proxyholder you appointed in section A can vote as they see fit.

Signature

Please sign exactly as your name appears on this form.

Date

If you do not include a date, the form will be considered to be dated the day it was mailed to you.

Position

Only if signing on behalf of a corporation, estate or trust.

Your proxy must be received by 10:30 a.m. (EDT) on September 3, 2024 , or two business days before the meeting if it is adjourned or postponed

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Other important things to know

If you own Common shares as both a registered shareholder and

Three ways to vote by proxy

1. Go online

Do not complete and send in this form.

Go to www.meeting-vote.com and follow the instructions. You will need your control number, which is listed below on this form.

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2. Call

Do not complete and send in this form.

Call 1 (888) 489-7352 (toll-free from anywhere in Canada and the United States) and an agent will help you vote online. You will need your control number, which is listed below on this form.

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To vote with your smartphone, scan this QR code:

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3. Complete the proxy form and send it by mail, fax or email

• Complete, sign and date this form, carefully following the instructions. You can send it in one of three ways:

Mail this form to our transfer agent, TSX Trust Company, using the prepaid envelope provided, or send it to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

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Fax both sides of this form to (416) 595-9593.

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Scan both sides of this form and email it to proxyvote@tmx.com.

a beneficial shareholder , you may have received more than one copy of our management information circular and will need to vote separately as a registered shareholder and beneficial shareholder.

Beneficial shareholders receive a package that includes either a form of proxy that is already signed by their intermediary or a voting instruction form to instruct their intermediary how to vote the Common shares. Please follow the instructions provided by your intermediary for completing and returning the form.

If the Common shares are registered in the name of a deceased or other holder , the proxy must be signed by the legal representative with their name printed below their signature. Evidence of the legal representative’s authority to sign on behalf of the deceased or other holder must be attached to this form of proxy.

If the Common shares are jointly held by two or more people :

• one of you can vote the Common shares without the others present

• if more than one of you attends the virtual meeting, you must vote together as one person

• if one of you attends the virtual meeting and one of you votes by proxy, the vote must be made jointly and in unison.

You can find detailed information about voting and the items of business at our 2024 annual meeting in the 2024 management information circular.

If you would like to receive the circular and other investor documents electronically in the future, please visit https://services.tsxtrust.com/edelivery to enroll.

Annual and quarterly statements

You are entitled to receive our annual and quarterly reports, but we do not mail them automatically.

Check one or both of the boxes below if you would like us to mail you copies of our quarterly or annual financial statements.

•  Yes, please send me quarterly financial statements.

•  Yes, please send me annual financial statements.

You can also go to TMX Trust’s website https://services.tsxtrust.com/financialstatements and input code 1674a.