Alimentation Couche-Tard

Notice of 2025 Annual Meeting of Shareholders and Management Information Circular

Virtual meeting via live video webcast

Wednesday, September 3, 2025 at 10:30 am (EDT)

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CIRCLE K

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Hear shareholders

On behalf of the Board of Directors and management of the Corporation, we are pleased to invite you to Alimentation Couche-Tard Inc.'s annual meeting of shareholders which will be held on Wednesday, September 3, 2025, at 10:30 a.m. (EDT).

This year, our meeting will be held by live video webcast to enable equal opportunity for all our shareholders to participate, vote and submit questions regardless of their geographic location. Based on past practice, most of our shareholders vote in advance of the Meeting by proxy using the various available voting channels and these voting channels will continue to be available. We encourage shareholders to continue to vote in advance by proxy.

Fiscal 2025

This fiscal year coincided with a proud milestone of our company – the 45th anniversary of the opening of our first store. Few companies, large or small, make it as long and successfully as we have been able to do so. We have no doubt that this is because of our special culture of putting our people and customers first – an approach started by Alain Bouchard when he opened our first store in Laval, Canada and one that continues to guide us today across our global network.

However, this has also been a year marked by much global and economic uncertainty. No doubt, it is more challenging than ever in the retail world as consumers are hurting and continue to carefully watch their spending. We remain relentlessly focused on winning our customers by providing them value and ease and having our stores ready to serve them with fast and friendly service.

We had many notable achievements this fiscal year from growing our beverage selection to streamlining and improving our Fresh food, fast program. We are pleased with the performance of our fuel business, in terms of both volumes and margins, and our B2B work continued with solid results in Europe and growth in the U.S. We continue to be a leader in e-mobility in Europe and are opening exciting new, sustainable EV-charging stations. In strategic growth, we expanded the Circle K brand presence in our new mid-European countries and expanded our U.S. network with the acquisition of GetGo Café + Markets ("GetGo"), an innovative, food-forward regional convenience and fuel retailer with approximately 270 locations in five states. We are also seeing strong success in organic growth as we progress on our ambition of opening 500 new stores in a 5-year time frame.

CEO transition

This year marks the first in which Alex Miller has served as our President and CEO and the transition has been remarkably seamless. Mr. Miller has surrounded himself with an impressive group of executive leaders who, like him, are ready to take on the challenges of a demanding economic landscape. The executive team is providing excellent leadership and vision to execute our 10 for the Win strategy and are also deeply committed to protecting and promoting our values and culture. As evidence of this, for the fourth time in a row, we have been recognized as a Gallup Exceptional Workplace. We are one of only a handful of companies our size to win this award, which is a testament to the skills of our leadership and engagement of our team members.

Global company

From a company that started 45 years ago with a single store, this year we have reached close to 17,000 stores, approximately 146,000 team members and operations in 29 countries. As we conclude another challenging year, we remain confident that by relying on our values, long-term strategy, global scale and proven ability to successfully grow the network, we will continue to move forward in our vision to become the world's preferred destination for convenience and mobility. We want to thank our team members and customers for their continued commitment to the business, and express our gratitude to our shareholders for their unwavering support.

Your vote is important

Detailed instructions about how to participate at our Meeting and a description of the items of business to be considered at the Meeting can be found in the notice of annual meeting of shareholders and the accompanying management information circular. We invite you please to take some time to read these documents before you vote your shares as they discuss many important topics.

We look forward to engaging with you at our Meeting.

Sincerely,

(s) Alain Bouchard
Alain Bouchard
Founder and Executive Chairman

(s) Alex Miller
Alex Miller
President and Chief Executive Officer

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

CIRCLE K

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Notice of our 2025 annual meeting of shareholders and availability of materials

NOTICE IS HEREBY GIVEN THAT Alimentation Couche-Tard Inc. (the "Corporation") will hold its annual meeting of shareholders (the "Meeting").

Date, time and place

When	Where
Wednesday, September 3, 2025, at 10:30 a.m. (EDT)	Virtual meeting via live webcast at https://meetings.lumiconnect.com/400-781-429-522

This year we will hold the Meeting in a virtual-only format, which will be conducted by live video webcast to give our shareholders an equal opportunity to participate, vote and submit questions, regardless of their geographical location.

You can find out more about our policies and practices relating to virtual meetings, as well as detailed instructions on how to cast your vote in the enclosed management information circular (the "Circular").

Business to be transacted at the Meeting

To receive our audited consolidated financial statements for the fiscal year ended April 27, 2025, together with the auditor's reports.
To appoint our independent auditor until the next annual meeting of shareholders and authorize the Board of Directors of the Corporation (the "Board" or "Board of Directors") to set its remuneration.
To elect each of the directors nominated to serve on our Board until the next annual meeting of the Shareholders or until their successors are appointed.
To approve in a non-binding advisory capacity our approach to executive compensation policies.
To vote on six shareholder proposals we received from shareholders this year, as set out in Appendix D of the Circular.

Notice and Access

As permitted under Canadian securities regulations, you are receiving this notification as the Corporation has decided to use the notice-and-access mechanism for delivery to both registered and non-registered shareholders of this notice of annual meeting of shareholders, the Circular prepared in connection with the Meeting, and other proxy-related materials (the "Meeting Materials"). You can download the Meeting Materials at https://corpo.couche-tard.com/en/investors/shareholders-ressources/annual-general-meeting-documents/.

How to request a paper copy of the Meeting Materials

If you would prefer to receive a paper copy of the Circular, please call us at the number in the box to the left, or send us an email, and we will mail it to you at no cost. Note that we will not mail the proxy form or voting instruction form, so please keep the one you received with the notice of meeting.


Call
1 (888) 433-6443 (toll-free in North America)
1 (416) 682-3801 (outside North America)	Send an email
[email protected]

We need to receive your request by August 20, 2025 if you want to receive the Circular before the Meeting. After the Meeting, please call 1 (888) 433-6443 or 1 (416) 682-3801 to ask for a printed copy.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Attendance and voting at the Meeting

The record date for determination of shareholders entitled to receive notice of and to vote at the Meeting (the "Record Date") was July 9, 2025. Only shareholders whose names have been entered in the register of the shares of the Corporation on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Shareholders who acquire shares after the Record Date will not be entitled to vote such shares at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate, vote and ask questions in writing or by telephone live at the Meeting.

Non-registered shareholders who have not duly appointed themselves as their proxy will be able to attend the Meeting only as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions.

Registered shareholders	Non-registered shareholders
You are a registered shareholder if your shares are held in your name.	You are a non-registered shareholder if your shares are listed in an account statement provided to you by an intermediary.

Shareholders who wish to appoint a proxyholder other than the persons designated by the Corporation on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company ("TSX Trust"), after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online sign-in credentials and is required for them to vote at the Meeting and, consequently, will only be able to attend the Meeting online as a guest.

We have enclosed a proxy form or voting information form with the notice of meeting. If you cannot attend the Meeting, please sign and return the form following the instructions on starting on page 6 of the Circular.

Questions

If you have any questions regarding the notice of meeting, the notice-and-access mechanism or the Meeting please call TSX Trust at 1 (800) 387-0825.

By order of the Board of Directors,

(s) Mélanie Charbonneau

Mélanie Charbonneau
Chief Legal Affairs and Corporate Secretary
Laval, Québec
July 9, 2025

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

3 General Information
5 Our Shares, Quorum and Principal Shareholders
6 Voting Information
6 Notice-and-Access
6 Who can vote
7 Appointment of proxyholder
8 How to vote
11 Business of the Meeting
11 Presentation of our consolidated financial statements
11 Appointing of auditor
12 Election of directors
13 Voting on our approach to executive compensation
13 Shareholder proposals
14 Nominees for election to the Board of Directors
14 Director Nominee profiles
31 Attributes of our Directors
32 Other information about Director Nominees
34 Director Compensation
34 Our Director Compensation Program
34 Annual Retainers
35 Non-Executive Directors minimum equity ownership requirements
35 Deferred Share Unit Plan
36 Non-Executive Directors compensation table
36 Incentive plan awards – value vested or earned during fiscal 2025
36 Upcoming changes to non-executive director compensation in fiscal 2026
37 Our Corporate Governance practices
37 Composition of our Board
43 Role and duties of our Board and its Committees
45 About our Board Committees
48 Ethical business behaviour and Ethics Code of Conduct
50 Shareholder engagement and transparency
52 Human capital management
55 Compensation Discussion and Analysis
55 Letter from the Chair of the Human Resources and Corporate Governance Committee
57 2025 Performance
58 Our 2025 Named Executive Officers
61 Executive 2025 Compensation at a Glance and Performance
64 Executive Compensation Program

67 Annual Compensation Review Process on Management of Risk
71 Executive Share Ownership Requirement
72 Description of Compensation paid to NEOs in 2025
78 Termination and Change of Control Benefit
81 Key Compensation Tables

87 Appendices

87 Appendix A – Glossary
89 Appendix B – Mandate of the Board of Directors
92 Appendix C – Summaries of our long-term incentive plans
99 Appendix D – Shareholder Proposals
105 Appendix E – Non-IFRS Accounting Standards Measures

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

General Information

We are sending you this document because you owned shares of Alimentation Couche-Tard Inc. on July 9, 2025. We encourage you to vote at our annual meeting of shareholders by soliciting your proxy. We solicit proxies by mail, but brokers and others who hold shares as nominees may send proxy material to beneficial owners of our shares. We pay the cost of proxy solicitation. Such costs are expected to be nominal.

Where to get more information

You can find financial information about us in our 2025 Annual Report, which includes our audited, consolidated financial statements and management's discussion and analysis (MD&A). You can learn more about the Audit Committee in our 2025 Annual Information Form. These documents and others are on our website (corpo.couche-tard.com) and on SEDAR+ (sedarplus.ca). If you would like paper copies of these documents, please call us or send us an email, and we will mail them to you at no cost:

Call: 1 (450) 662-6632 (outside North America)

Send an email [email protected]

The information in this document is as of July 9, 2025, and all dollar amounts expressed herein are in Canadian dollars unless noted otherwise.

Forward looking statements

This Management Information Circular includes certain statements that are "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the securities laws of Canada. Any statement in this Management Information Circular that is not a statement of historical fact may be deemed to be a forward-looking statement. When used in this Management Information Circular, the words "believe", "could", "should", "intend", "expect", "estimate", "assume", "aim", "align", "maintain", "continue", "effect", "growth", "position", "seek", "strategy", "strive", "will", "may", "might" and other similar expressions or the negative of these terms are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Forward-looking statements include, but are not limited to, those set forth in the table below, which also presents key assumptions used in determining the forward-looking statements. See also the section "Outlook" in our 2025 MD&A. These forward-looking statements are based on certain assumptions and analyses made by us or our management in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, including the assumptions in the table below as regards our strategic initiatives and our "10 for the Win" strategy.

Forward-looking statements	Assumptions
Statements relating to our strategic initiatives, including "Winning Offer", "Winning Fuel", "Winning the Customer", "Winning Growth", and "The Foundation", which includes "Fit to Serve" and our ability to execute these initiatives	• Ability to anticipate and respond to sudden challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands
• Ability to remain relevant with respect to consumer's needs and preferences for ways of doing business with us
• No serious disruption of our information technology systems
• Ability to recruit and retain qualified employees in our stores
• Ability to receive refined oil products and merchandise for resale
• No major decrease in the demand for our major product, petroleum-based fuel, due to attitudes toward its relationship to the environment and the green movement
• Market's ability to absorb road transportation fuel prices fluctuations
• Ability to meet customer requirements relative to price, quality, customer service and services offerings
Additional statements relating to our "10 for the Win" strategy	• Ability to identify and complete strategic acquisitions in the future
• Continued deployment of our strategic growth initiatives, such as network expansion through new sites developments and merger and acquisitions activities
• Ability to obtain regulatory approval and financing on satisfactory terms for larger acquisitions
• Ability to integrate the acquired business in an efficient and effective manner
• Accuracy of our assessment of bases or sources of synergies and the occurrence of the benefits anticipated
• Ability to take advantage of expected synergistic savings and increased operating efficiencies

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

It is important to know that the forward-looking statements in this Management Information Circular describe our expectations in light of the information available to us as at July 9, 2025, which are inherently not guarantees of the future performance of Alimentation Couche-Tard Inc. ("Couche-Tard", the "Corporation", "we", or "our") or its industry, and involve known and unknown risks and uncertainties that may cause Couche-Tard's or the industry's outlook, actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such statements. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of all relevant information. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. A change affecting an assumption can also have an impact on other interrelated assumptions, which could increase or diminish the effect of the change. As a result, we cannot guarantee that any forward-looking statement will materialize and, accordingly, the reader is urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking statement and is cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements do not take into account the effect that transactions or special items announced or occurring after the statements are made may have on our business. For example, they do not include sales of assets, monetization, mergers, acquisitions, other business combinations or transactions, asset write-down, the impact of pandemics and geopolitical conflicts and tensions, or other charges announced or occurring after forward-looking statements are made.

All forward-looking statements contained in this Management Information Circular are expressly qualified in their entirety by this cautionary statement and speak only as of the date of July 9, 2025, and unless otherwise required by applicable securities laws, we expressly disclaim any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. While the information contained in this Management Information Circular 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 Management Information Circular. In addition, none of the statements contained in this Management Information Circular are intended to be, nor shall be deemed to be, represented 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. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

The foregoing risks and uncertainties include the risks set forth under "Business Risks" in our 2025 MD&A as well as other risks detailed from time to time in reports filed by Couche-Tard with securities regulators in Canada.

Alimentation Couche-Tard Inc. · 2025 Management Information Circular

Our Shares, Quorum and Principal Shareholders

Our Voting Shares and Principal Holders Thereof

Under the current articles of incorporation of the Corporation, the Corporation has one class of shares: an unlimited number of Common Shares, which carry one vote per share.

On August 31, 2022, the Corporation announced that a special resolution was adopted authorizing the Corporation to amend its articles of incorporation effective September 1, 2022, in accordance with the approval by a requisite majority of the votes cast by the shareholders attending or represented by proxy at the Annual General and Special Meeting of Shareholders. The special resolution authorized the Corporation to (i) create a new class of shares, namely an unlimited number of common shares (the "Common Shares"), which carry one vote per share; (ii) convert each of the issued and outstanding Class A Multiple Voting Shares (the "Class A Shares"), which carried 10 votes per share, into one Common Share; and (iii) after giving effect to the aforesaid conversion, repeal the Class A Shares and the Class B Subordinate Voting Shares of the Corporation as well as the rights, privileges, restrictions and conditions attaching thereto. (the "Conversion Event").

As a result of the Conversion Event, the Common Shares are the Corporation's only class of shares issued and outstanding and as of July 9, 2025 there were 948,064,405 Common Shares issued and outstanding. Unless indicated otherwise, the term Shares used herein refers to the Corporation's Common Shares.

To the best of the knowledge of the directors and named executive officers of the Corporation, Mr. Alain Bouchard is the only person who, directly or indirectly, beneficially owns or exercises control over 10% or more of the votes attached to the Shares. As of July 9, 2025, Mr. Bouchard held 123,380,609 of the Shares representing 13.02% of the current issued and outstanding shares of the Corporation.

Our Quorum

Pursuant to the by-laws of the Corporation, a quorum of shareholders is present at the Meeting if the holders of not less than 25% of all issued and outstanding shares entitled to vote at the Meeting are present in person or represented by proxy.

Normal Course Issuer Bid ("NCIB")

On April 29, 2024, the Corporation announced that the Toronto Stock Exchange ("TSX") approved the renewal of its NCIB, authorizing the Corporation to purchase for cancellation, on the open market through the facilities of the TSX and through alternative trading systems in Canada, as well as outside the facilities of the TSX pursuant to exemption orders issued by securities regulators, a maximum of 78,083,521 Shares, representing 10% of the 780,835,217 public float as at April 18, 2024. Repurchases under the NCIB were authorized to commence on May 1, 2024, and end at the latest on April 30, 2025.

During the 12-month period ended April 27, 2025, the Corporation repurchased for cancellation a total of 8,695,652 Shares under its previous NCIB through the facilities of the TSX and alternative Canadian trading systems for an approximate total cost of approximately CA$700 million and at a weighted average price paid per share of CA$80.50.

The Corporation believes that the repurchasing of Shares from time to time is an appropriate use of its funds and a desirable investment for the Corporation and, therefore, would be in its best interests. By making such repurchases, the number of Shares in circulation will be reduced and the proportionate interest of all remaining shareholders in the share capital of the Corporation will be increased on a pro rata basis. A copy of the Notice of Intention for the NCIB may be obtained without charge by contacting the Corporation.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Voting Information

Please join us at our virtual-only annual meeting of shareholders (the "Meeting"). This section of our management information circular (the "Circular") tells you about the Meeting, how you can vote, and the items you will be voting on.

When	Where
Wednesday, September 3, 2025, at 10:30 a.m. (EDT)	Virtual meeting via live video webcast at https://meetings.lumiconnect.com/400-781-429-522

Notice-and-Access

This year once again, as permitted by Canadian securities regulators, we are using notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI-54-101")) to deliver the Meeting materials, including this Circular, to both our registered and non-registered shareholders.

This means that the Circular is being posted online for shareholders to access, rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces the Corporation's printing and mailing costs, and is more environmentally friendly as it reduces materials and energy consumption. Shareholders will still receive a form of proxy or a voting instruction form in the mail (unless shareholders have chosen to receive proxy materials electronically) so they can vote their shares but, instead of automatically receiving a paper copy of this Circular, shareholders will receive a notice with information about how they can access the Circular electronically and how to request a paper copy. This Circular is available on the Corporation's website at https://corpo.couche-tard.com/en/investors/shareholders-ressources/annual-general-meeting-documents/ or on SEDAR+ at www.sedarplus.ca. Shareholders may request a paper copy of this Circular at no cost, up to one year from the date this Circular was filed on SEDAR+. To ensure you receive paper copies of the materials in advance of the voting deadline and meeting date, all requests must be received no later than August 20, 2025. If you do request paper copies of the current materials, please note that another Proxy/Voting Instruction Form will not be sent; please retain your current one for voting purposes. Request materials by calling toll-free within North America at 1 (888) 433-6443, from outside of North America at (416) 682-3801 or by email at [email protected].

Who can vote

This year, the Corporation is providing facilities to allow its shareholders to participate in a virtual meeting format whereby registered shareholders and duly appointed proxyholders may attend and participate in the Meeting via live video webcast. Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions in writing and by telephone, all in real time.

You can vote at the Meeting if you held Shares at the close of business on July 9, 2025.

Registered shareholders	Non-registered shareholders
You are a registered shareholder if your shares are registered directly in your name with our Transfer Agent. You hold your Shares through the direct registration system (DRS) on the records of our Transfer Agent in electronic form. Your proxy form tells you whether you are a registered shareholder or not.	You are a non-registered shareholder when your Shares are held in the name of an intermediary, usually a bank, trust company, security dealer or broker or other financial institution. When you receive a voting instruction form, this tells you that you are a non-registered shareholder.

Registered shareholders

If you are a registered shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting, or join the live webcast the day of the Meeting to participate and vote at the Meeting.

In order to attend the online Meeting, please follow the instructions set below under the heading How to vote.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Non-registered shareholders

Your intermediary is required to seek your voting instructions in advance of the Meeting. You will have received from your intermediary a package of information with respect to the Meeting, including either a proxy form or a voting instruction form. Each intermediary has its own signature and return instructions. It is important that you comply with these instructions if you want the voting rights attached to your shares to be exercised.

If you vote by Internet or telephone, you must do so no later than 10:30 a.m. (Montréal time) on August 29, 2025. In rare cases, non-registered shareholders may have received a form of proxy instead of a voting instruction form. Such a form of proxy will likely be stamped by the applicable intermediary. In such a case, you may have to follow the instructions in this Circular applicable to registered shareholders.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting during the live webcast. If you are a non-registered shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting as a guest but will not be able to vote your shares at the Meeting. To appoint yourself as proxyholder, you may follow the instructions set out below under the heading How to vote.

Appointment of proxyholder

Voting by proxy means having someone else (your proxyholder) vote for you at the meeting. Unless you appoint someone else, Alain Bouchard or Alex Miller will be your proxyholder. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting online.

If you want to appoint someone else to be your proxyholder, write that person's name in the space provided on the proxy form or the voting information form (as applicable), and make sure they follow all the instructions set out below under the heading How to vote. The person you appoint does not need to be a shareholder of the Corporation.

Shareholders who wish to appoint someone other than the Corporation's proxyholders as their proxyholder to attend and participate at the Meeting as their proxy and vote their Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a control number that is required to vote at the Meeting.

Step 1 - Submit your form of proxy or voting instruction form: To appoint yourself or a third-party proxyholder, insert your or such person's name in the blank space provided in the form of proxy or voting instruction form and follow the instructions for submitting such proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

Step 2 - Register your proxyholder: To register yourself or a third-party proxyholder, shareholders must call 1 (866) 751-6315 (toll free in Canada and the United States) or 1 (416) 682-3860 not later than 10:30 a.m. (Eastern time) on August 29, 2025, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide TSX Trust with the required proxyholder contact information so that TSX Trust may provide the proxyholder with a control number via email. Without a control number, proxyholders will not be able to vote or ask questions at the Meeting but will be able to participate as a guest.

BE SURE TO VOTE BEFORE THE DEADLINE

Your proxy must be received by 10:30 a.m. (Montréal time) on August 29, 2025, or two business days before the meeting if it is adjourned or postponed in accordance with applicable Canadian securities regulations. The chairman of the meeting can waive or extend the proxy voting deadline at his or her discretion, without notice.

How your Shares will be voted

Your proxyholders will follow your voting instructions. Unless you appoint someone else, Alain Bouchard or Alex Miller will be your proxyholder (the "Named Proxyholder") and will vote as follows:

for the appointment of our auditor;
for the election of each nominated director;
for our approach to executive compensation;

If any of the nominees is unable to serve as a director for any reason, your proxyholder can vote your Shares for another nominee at their discretion, unless you have specified on your proxy form that you have withheld from voting in the election of directors.

If other matters properly come before the Meeting, your proxyholders can vote as they see fit.

Revoking your proxy

If you change your mind about how you want to vote your Shares, you can revoke your proxy by sending a new proxy form (signed by you or your authorized attorney) by 10:30 a.m. Montréal time) on August 29, 2025 to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1. If your proxy and voting instructions were conveyed over the internet or by email, conveying new voting instructions within the applicable cut-off times will automatically revoke your prior voting instructions.

How to vote

Option 1: vote by proxy in advance of Meeting

Registered shareholders

Online
Go to www.meeting-vote.com and follow the instructions. You will need the control number listed on your proxy form.
By telephone
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 the control number listed on your proxy form.
By mail, fax or email
Complete, sign and date your proxy form following the instructions on the form. You can send it to us in one of the following three ways:
Mail it to our transfer agent, TSX Trust Company, using the prepaid envelope provided.
Fax it to 1 (416) 595-9593.
Scan and email it to [email protected].

Non Registered shareholders

Online
Go to www.proxyvote.com and follow the instructions. You will need the control number listed on your voting instruction form.
By telephone
Call 1 (800) 474-7493 (English) or 1 (800) 474-7501 (French) toll-free from anywhere in Canada and 1 (800) 454-8683 from the United States and follow the instructions. You will need the control number listed on your voting instruction form.
By mail
Complete, sign and date your voting instruction form following the instructions on the form and return it in the business reply envelope provided.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Non Registered shareholders - Employees holding shares under the ESPP

Employee shares purchased by employees of the Corporation or its subsidiaries under the ESPP (the "Employee Shares") are registered in the name of Alimentation Couche-Tard Inc., as nominee. Canadian Western Trust holds the Employee Shares as a trustee, in accordance with the provisions of the ESPP unless the employees have withdrawn their shares from the plan.

If you hold Employee Shares, you can direct your proxyholder to vote your Employee Shares as you instruct. Instructions are given to your proxyholder by proxy in the manner described below.

1. Online	Go to www.proxyvote.com and follow the instructions. You will need the control number listed on your voting instruction form.
2. By telephone	Call 1 (800) 474-7493 (English) or 1 (800) 474-7501 (French) toll-free from anywhere in Canada and 1 (800) 454-8683 from the United States and follow the instructions. You will need the control number listed on your voting instruction form.
3. By mail	Complete, sign and date your voting instruction form following the instructions on the form and return it in the business reply envelope provided.

TSX Trust, the Corporation's transfer agent, must have received your proxy form or you must have voted by internet or telephone no later than 10:30 a.m. (Montreal time) on August 29, 2025. See Appointment of proxy for the complete procedure to follow to appoint another person to act as your proxyholder.

Option 2: vote virtually at the Meeting

Registered shareholders

If you are a registered shareholder, you will be able to attend, participate, submit questions and vote live at the Meeting by logging in online and following the below instructions:

Log in online at https://meetings.lumiconnect.com/400-781-429-522 at least 30 minutes before the Meeting starts
Click "I have a control number"
Enter the control number located on the form of proxy or in the email notification you received
Enter the password "couchetard2025" (case sensitive)
Follow the instructions to access the Meeting, and vote when prompted

Non Registered shareholders, including Employees holding shares under the ESPP

If you are a non-registered shareholder, you can vote your shares at the Meeting if you have instructed your nominee to appoint you as a proxyholder by submitting your voting instruction form identifying yourself as a proxyholder. Appoint yourself as proxyholder by following the complete procedure set out under Appointment of a Proxyholder. Once you have appointed yourself and have received the 13-digit proxyholder control number, you will be able to attend, participate, submit questions and vote live at the Meeting by logging in online and following the below instructions:

Log in at https://meetings.lumiconnect.com/400-781-429-522 at least 30 minutes before the Meeting starts
Click on "I have a control number"
Enter your control number
Enter the password: "couchetard2025" (case sensitive)
Follow the instructions to access the Meeting, and vote when prompted.

If you are a non-registered shareholder and you have not instructed your nominee to appoint you as proxyholder, you will not be able to vote at the Meeting but will be able to attend as a guest.

You have to be connected to the internet at all times in order to be able to vote when solicited – it is your responsibility to make sure you stay connected for the entire Meeting. You should connect 30 minutes in advance in order to allow ample time to check into the Meeting online and complete the related procedure.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Guests

If you wish to attend the Meeting as a guest, you can attend the Meeting by logging online at https://meetings.lumiconnect.com/400-781-429-522 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. Please click "I am a guest" and fill in the registration form before clicking "Continue". Guests will be able to attend the Meeting but will not be able to submit questions, vote their Shares (if any) or otherwise participate in the Meeting.

Asking questions at the Meeting

It is recommended to shareholders and proxyholders to submit their questions as soon as possible during the Meeting so they can be addressed at the right time. There are two ways to ask questions during the Meeting. Questions may be submitted in writing by using the relevant "Messaging" function during the Meeting. Questions may also be asked over the telephone. To do so, the shareholder or proxyholder will need to submit its telephone number by using the relevant dialog box in the "Messaging" function during the Meeting in order to be reached by telephone at the appropriate time. Your telephone number will not be shared with the other Meeting attendees. Only shareholders and duly appointed and registered proxyholders may ask questions during the question period.

The Executive Chairman and other members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed by them at the end of the Meeting during the question period. So that as many questions as possible are answered, shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related will be grouped, summarized and answered together.

All shareholder questions are welcome. However, the Corporation does not intend to address questions that:

are irrelevant to the Corporation's operations or to the business of the Meeting;
are related to non-public information about the Corporation;
are related to personal grievances;
constitute derogatory references to individuals or that are otherwise offensive to third parties;
are repetitious or have already been asked by other shareholders;
are in furtherance of a shareholder's personal or business interest; or
are out of order or not otherwise appropriate as determined by the Executive Chairman or Secretary of the Meeting in their reasonable judgment.

Business of the Meeting

The Meeting will cover the following five items of business:

(1) Presentation of our audited consolidated financial statements for the fiscal year ended April 27, 2025, together with the auditor's reports.
(2) Appointment of our independent auditor until the next annual meeting of shareholders and authorize the Board of Directors of the Corporation (the "Board" or "Board of Directors") to set its remuneration.
(3) Election of each of the directors nominated to serve on our Board until the next annual meeting of the Shareholders or until their successors are appointed.
(4) Consideration and approval, in a non-binding advisory capacity our approach to executive compensation policies.
(5) Vote on six shareholder proposals we received from shareholders this year, as set out in Appendix D of the Circular.

As at the date of this Circular, management is not aware of any other matters to be brought forward at the Meeting. However, the proxy form confers discretionary authority upon the persons named therein to vote on any other matters to be brought forward at the Meeting.

1 Presentation of our consolidated financial statements

We will present our audited consolidated financial statements for the year ended April 27, 2025, together with the auditor's reports. We have mailed our consolidated financial statements to shareholders who have requested to receive a copy. You can also find a copy in our 2025 Annual Report, which is on our website (corpo.couche-tard.com) and on SEDAR+ (sedarplus.ca).

2 Appointing of auditor

The Board, on the recommendation of the Audit Committee, recommends appointing PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants ("PwC") as our auditor until the next annual meeting of shareholders at a remuneration to be fixed by the Board. If you have not specified how you want your Shares voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the appointment of PwC as independent auditor of the Corporation and FOR authorizing the Board to determine its remuneration.

The Audit Committee has adopted procedures for the pre-approval of engagement for services of its external auditor, which require pre-approval of all audit and non-audit services provided by the external auditor. Moreover, the Board, upon recommendation of the Audit Committee, approves, on an annual basis, the fees charged to the Corporation by PwC. The table below shows the fees we paid to PwC for services in the 2025 and 2024 fiscal years respectively:

| | Fiscal 2025
(year ended April 27) | Fiscal 2024
(year ended April 28) |
| --- | --- | --- |
| Audit fees | $ 5,813,661 | $ 4,114,356 |
| Audit-related fees | $ 265,021 | $ 524,334 |
| Tax fees | $ 50,778 | $ 87,842 |
| All other fees | $ 143,310 | $ 63,552 |
| Total | $ 6,272,770 | $ 4,790,084 |

MANAGEMENT RECOMMENDS YOU VOTE FOR THE AUDITOR

Audit fees are for auditing our annual consolidated financial statements, our internal control over financial reporting and for services that are normally provided by the auditor in connection with an engagement to audit the financial statements of an issuer:

statutory or regulatory audit and certification engagements, mainly related to European subsidiaries (2025: $3,098,011, 2024: $1,847,553);
consultations related to specific audit or accounting matters that arise during or as a result of an audit or review;
services in connection with the Corporation's quarterly reports, prospectuses and other filings with applicable securities regulatory authorities (2025: $340,000, 2024: $320,000).

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Audit-related fees are for assurance and related services traditionally performed by an independent auditor:
- employee benefit plan audits;
- assurance engagements that are not required by statute or regulation;
- general advice on accounting standards including IFRS.

Tax fees are for tax planning and other tax advice related to our international corporate structure.

All other fees are for professional services that do not fall into any of the categories above, including due diligence fees and other services.

Non-audit services

We have a policy that prohibits the auditor from providing the following non-audit services to us: bookkeeping or other services related to the accounting records or financial statements, financial information systems design and implementation, appraisal or valuation services, actuarial services, internal audit services, investment banking services, management functions or human resources functions, legal services and expert services unrelated to the audit. The auditor can provide other non-audit services as long as they are pre-approved by the Audit Committee.

3 Election of directors

It is proposed that sixteen (16) directors be elected until the next annual meeting of the shareholders of the Corporation. Each director so elected at the Meeting will hold office until the end of the next annual meeting of Shareholders or until his or her successor is appointed, unless his or her office is vacated at an earlier date. Please see the section of this Circular entitled Nominees for election to the Board of Directors on page 15 for additional information on each of the nominees.

If you have not specified how you want your Shares voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the election of each of the Director Nominees. Shareholders should note that the form of proxy or voting instruction form, as applicable, provides for voting for individual directors as opposed to voting for directors as a slate.

MANAGEMENT
RECOMMENDS YOU VOTE
FOR
EACH DIRECTOR NOMINEE

This year the Board approved the sixteen (16) nominees listed below to serve as directors until the next annual meeting of shareholders or until a successor is elected or appointed. All directors served on our Board last year, for at least a portion of the year.

Alain Bouchard
Mélanie Kau
Jean Bernier
Karinne Bouchard
Eric Boyko
Marie-Eve D'Amours
Janice L. Fields
Eric Fortin
Richard Fortin
Stephen J. Harper
Marie-Josée Lamothe
Monique F. Leroux
Alex Miller
Réal Plourde
Louis Têtu
Louis Vachon

MAJORITY VOTING POLICY

Shareholders can vote for or withhold their votes for individual directors. According to our majority voting policy, directors who receive more withhold votes than for votes in an uncontested election will not have received the support of shareholders and will have to resign. The HRCG Committee will consider whether or not to accept the resignation and will make a recommendation to the Board. The affected director will not be part of these discussions. The Board will announce its decision in a press release within 90 days of the annual meeting of shareholders. If it decides not to accept the resignation, it will explain why in the press release.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

HOW TO NOMINATE A DIRECTOR TO THE BOARD

If you wish to nominate a director to the Board without using a shareholder proposal, you must notify the Corporate Secretary according to the timeline in the table below. Your written notice must be in the format described in our Advance notice by-law (By-Law No. 2014-1), which you can find on our website (corpo.couche-tard.com).

	If the first public announcement of the Meeting is made:	You must send notice of director nominees no later than:
Annual meetings	More than 50 days before the meeting	30 days before the meeting (but not earlier than 65 days before the meeting)
	50 days or less before the meeting	10 days after the first public announcement of the meeting
Special meetings		15 days after the first public announcement of the meeting

Public announcement means disclosure in a press release reported by a national news service in Canada, or in a public document filed on SEDAR+.

4 Voting on our approach to executive compensation

In order to enhance transparency with regard to executive compensation, and as part of our engagement process between shareholders and the Board, we are pleased to once again offer our shareholders the opportunity to express their views on our approach to executive compensation.

We believe that our approach to executive compensation supports our strategy, is dependent on the Corporation's performance and reflects our entrepreneurial culture. Our compensation strategy has four elements:

be competitive;
pay for performance;
align with shareholder interests; and
link to strategy. You can read more about this on page 65.

As such, the Board recommends that shareholders indicate their support to the Corporation's approach to executive compensation disclosed in this Circular by voting FOR the following advisory resolution:

RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board that the shareholders accept the approach to executive compensation as disclosed in this Circular in advance of the Meeting.

Since this is an advisory vote, the results are not binding on the Board. The Board will, however, take the results into account, as appropriate, along with comments it may have received from shareholders in the course of engaging with them when determining its approach to compensation for subsequent financial years.

If you have not specified how you want your Shares voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the above non-binding, advisory resolution on executive compensation.

5 Shareholder Proposals

The Corporation received a total of six shareholder proposals this year, five from the Mouvement d'éducation et de défence des actionnaires ("MÉDAC"), a holder of Shares of the Corporation, having its principal office at 82 Sherbrooke Street West, Montréal, Québec, H2X 1X3, Canada and one from the Shareholder Association for Research & Education ("SHARE"), a holder of Shares of the Corporation, having its principal office at Suite 440, 789 West Pender Street, Vancouver, British Columbia V6C 1H2. The proposals from MÉDAC were submitted in French and were translated into English by the Corporation.

The full text of the six proposals submitted for consideration at the Meeting has been reproduced in Appendix D to this Circular, along with the Corporation's response.

The Board recommends that shareholders vote AGAINST each of the six shareholder proposals for the reasons described in Appendix D to this Circular. Unless a proxy specifies that the Shares it represents should be voted for any of the shareholder proposals, the person named in the form of proxy or voting instruction form, as applicable intend to vote AGAINST each of the proposals.

MANAGEMENT RECOMMENDS YOU VOTE

FOR

OUR APPROACH ON

EXECUTIVE

COMPENSATION

MANAGEMENT RECOMMENDS YOU VOTE

AGAINST

SHAREHOLDER PROPOSALS

Nominees for election to the Board of Directors

This year the Board is proposing sixteen (16) directors for nomination to the Board (the "Director Nominees"). Each of them brings a range of skills and abilities, and as a group, they have the right balance of business and senior leadership experience and expertise to oversee our business and strategic direction.

ENTREPRENEURIAL BOARD

94%

OF OUR DIRECTOR NOMINEES HAVE ENTREPRENEURIAL EXPERIENCE

Director Nominees profiles

The following section presents the profile of each our Director Nominees, including a description of his or her experience and qualifications, principal occupation, participation on the Board (if applicable), number of Shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised, number of Deferred Share Units ("DSUs" or "DSU") of the Corporation held, as well as other public company board memberships. Shares are valued at $69.41, the closing price of our Shares on the TSX on July 9, 2025.

A more detailed description of each Director Nominee's competencies is described in the skills matrix in the Corporate Governance Practices section of this Circular.

| 95.12%
Average 2024 votes FOR | 62
Average Age | 12 years
Average tenure | 100%
Average Board Attendance | 56.25%
Independent Directors |
| --- | --- | --- | --- | --- |

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Alain Bouchard, O.C., O.Q.

Founder and Executive Chairman, Alimentation Couche-Tard Inc.

Age: 76
Not independent
Director since: 1988
2024 Voting Results: 94.33% in favour
- Fiscal 2025 meeting attendance: 100%

Alain Bouchard has served as the Executive Chairman of Alimentation Couche-Tard since 2014, when he stepped down after 25 years as President and Chief Executive Officer. Mr. Bouchard opened his first convenience store in Québec in 1980 and founded the companies that grew into Alimentation Couche-Tard. He has over 50 years of experience in the retail industry and worked with his closest collaborators and all staff members to build Alimentation Couche-Tard into the business it is today. He has also been a member of the Board of Directors of Quebecor from 1997 and the Board of Directors of CGI Inc. from 2013 to 2023.

Mr. Bouchard is a Member of the Order of Canada and an Officer of the Ordre national du Québec. He also has an honorary doctorate in Consumer Sciences from Université Laval in Québec City and an honorary doctorate in Laws from McGill University in Montréal. He has received many distinguished awards for business excellence and his outstanding professional achievements. He is a Companion of the Order of the Canadian Business Hall of Fame, a Member of the Cercle des Grands entrepreneurs du Québec, Grand bâtisseur de l'économie du Québec (Institute for governance). He was named Outstanding industry leader of the year (NACDA) in 2008, Canada's Outstanding CEO of the year in 2013 and NACS Insight International Convenience Leader of the year in 2014. He has also received the T. Patrick Boyle Founder's Award (Fraser Institute) in 2014.

Mr. Bouchard has been involved in several fundraising campaigns and philanthropic activities. He and his wife established the Sandra and Alain Bouchard Foundation in 2012, which supports various causes associated with people living with intellectual disabilities as well as artistic and cultural projects. In 2015, Mr. Bouchard and his wife were named Exceptional philanthropist of the year by the Québec Chapter of the Association of Fundraising Professionals, and they both hold an honorary doctorate from Concordia University in Montréal for their leading role in philanthropy in Québec.

Mr. Bouchard lives in Québec, Canada and speaks French and English.

Committee memberships	Mr. Bouchard does not serve on any committees because he is a co-founder of the Corporation and Executive Chairman of the Board.
Other public company boards and committees	None
Interlocking Relationships	None
Securities held(1)	• Shares: 123,380,609
• Deferred Share Units: 38,253
• Value of at risk holding: $8,937,993,986
	Mr. Bouchard meets his executive equity ownership requirement – see page 72 for details.

(1)As an executive, Mr. Bouchard also earns Share Units and stock Options – see page 62.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Louis Vachon, Lead Director Operating Partner, J.C. Flowers & Co.

Age: 62
Independent
Director since: 2021
2024 Voting Results: $99.56\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Louis Vachon joined J.C. Flowers & Co. as Operating Partner in January 2022. From June 2007 to October 2021, Mr. Vachon was President and Chief Executive Officer of National Bank. He was responsible for the strategies, orientations and development of the Bank and its subsidiaries. At the time of his appointment, Mr. Vachon was Chief Operating Officer, a position he had held since 2006.

From 2005 to 2006, Mr. Vachon was Chairman of the Board of National Bank Financial, the Bank's leading subsidiary, and of Natcan Investment Management. He had previously served as Chief Executive Officer of National Bank Financial.

Mr. Vachon began his career in 1985 at Citibank and joined Lévesque Beaubien Geoffrion in 1986. From 1990 to 1996, he worked for Bankers Trust, where he was ultimately appointed President and Chief Executive Officer of the Canadian subsidiary, BT Bank of Canada. Mr. Vachon rejoined the Bank in 1996 as President and Chief Executive Officer of Innocap Investment Management. A year later, he was appointed Senior Vice-President - Treasury and Financial Markets.

Mr. Vachon serves on the Boards of Capital Funding Group, Groupe CH Inc., Alimentation Couche-Tard, and BCE. He is involved with several social and cultural organizations.

Mr. Vachon holds a Master's degree in International Finance from Tufts' Fletcher School and a BA in Economics from Bates College. He is also a Chartered Financial Analyst, CFA®.

Mr. Vachon is a Member of the Order of Canada, Officer of the National Order of Québec and Knight of the Order of Montréal as well as a recipient of the Global Citizens Award from the United Nations Association in Canada. He has been awarded honorary doctorates by the University of Ottawa, Bishop's University, Ryerson University and Concordia University. Mr. Vachon has also been appointed Colonel (H) of the Fusiliers Mont-Royal. In 2014, he was named CEO of the Year by Canadian Business magazine, as well as Financial Personality of the Year by Quebec business publication Finance et Investissement, a title he also received in 2012. He was recognized by the Portage Foundation as its Grand Philanthrope for 2014. Mr. Vachon was, moreover, one of Canada's Top 40 Under 40 in 2001.

Mr. Vachon lives in Quebec, Canada and speaks French and English.

Committee memberships	None
Other public company boards and committees	BCE/Bell (October 2022 - present) - member of the Compensation Committee and the Risk and Pension Fund Committee
Interlocking Relationships	Mr. Vachon sits on the Board of directors of BCE Inc., alongside Ms. Leroux
Securities held	• Shares: 10,000 • Deferred Share Units: 12,551 • Value of at risk holding: $1,633,143 Mr. Vachon meets his equity ownership requirement – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Jean Bernier

Corporate Director

Age: 68
Independent
Director since: 2019
2024 Voting Results: 98.54% in favour
- Fiscal 2025 meeting attendance: 100%

Jean Bernier is a corporate director and has over 30 years of experience in the fuel, convenience store and grocery store sectors of the retail industry. He joined Alimentation Couche-Tard on July 30, 2012 as Group President, Fuel Americas and Operations North East, and served as Group President, Global Fuels and North-East Operations from March 15, 2016. He retired from the Corporation effective April 30, 2018.

Mr. Bernier previously spent 15 years at Valero Energy Corporation, an international manufacturer and marketer of transportation fuels and petrochemical products. He was Executive Vice President of Valero Energy Corporation from 2011 to 2012, responsible for the overall operations of Ultramar Ltd, the company's Canadian subsidiary, all of the US and Canadian retail operations as well as the corporate functions of communications, supply chain management and information services. From 1997 to 2011 he held a number of senior management positions with Ultramar Ltd. and served as President from 1999 to 2011, responsible for its overall operations, and Vice-President, Retail Operations from 1997 to 1999. Prior to joining Ultramar Ltd., Mr. Bernier was with Provigo Inc. for nine years and held a number of senior roles including Vice-President, Human Resources, Vice-President, Maxi, Provigo Distribution, Inc. and Executive Vice-President and Chief Operating Officer, C. Corp. Inc.

Mr. Bernier is currently a member of the boards of C&E Seafood Canada LP, since 2018 and TES Canada H2 Inc., since 2023, both private companies. He was a member of the board of CrossAmerica Partners LP from 2017 to 2019, the Montréal Economic Institute from 2017 to 2022 and served on the board of the Canadian Fuels Association from 1999 to 2012, including the role of Chairman from 2007 to 2009.

Mr. Bernier has a Master's degree in Industrial Relations from the University of Waterloo and a Bachelor's degree from the Université de Montréal.

Mr. Bernier lives in Québec, Canada and speaks French and English.

Committee memberships	Human Resources and Corporate Governance Committee
Other public company boards and committees	None
Interlocking Relationships	None
Securities held	• Shares: 41,126
• Deferred Share Units: 16,985
• Value of at risk holding: $5,222,930
Mr. Bernier meets his equity ownership requirement – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Karinne Bouchard, CPA

Corporate Director

Age: 46
Not Independent
Director since: 2021
2024 Voting Results: $92.91\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Karinne Bouchard is a corporate director. She is a member of the board of directors of Stingray Group, Inc. since February 2021 where she also is the Chair of the Audit Committee. She is also a member of the Board of the Sandra and Alain Bouchard Foundation, a foundation dedicated to financially supporting organizations that work in the arts and culture sector, as well as organizations that provide support to people living with intellectual disability to enable people to reach their full potential. Previously, Ms. Bouchard was the global head of treasury and treasurer of Alimentation Couche-Tard from 2013 to 2021.

Ms. Bouchard is a graduate with distinction of McGill University and has a bachelor's degree in finance. She also holds a master's degree in finance from the University of Sherbrooke, a Chartered Professional Accountant (CPA) certification, and an administrator accreditation of the Institute of Corporate Directors (ICD.D).

Ms. Bouchard lives in Québec, Canada and speaks French and English.

Committee memberships	None
Other public company boards and committees	Stingray Group Inc. (February 2021 – present) – Chair of the Audit Committee
Interlocking Relationships	Ms. Bouchard sits on the Board of directors of Stingray Group Inc., alongside Mr. Boyko
Securities held	• Shares: 24,022 • Deferred Shares Units: 5,489 • Value of at risk holding: $2,137,187 Ms. Bouchard meets her equity ownership requirement – see page 35 for details.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Eric Boyko, CPA

President, Chief Executive Officer and co-founder, Stingray Group Inc.

Age: 55
Independent
Director since: 2017
2024 Voting Results: $94.09\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Eric Boyko is an entrepreneur with two decades of experience with start-ups and has extensive expertise in business innovations. He is President, Co-founder, and CEO of Stingray Group Inc., an industry leader in music and video content distribution, business services, and advertising solutions, reaching 540 million consumers in 160 countries. The company completed a successful IPO in June 2015 and is listed on the Toronto Stock Exchange (RAY.A; RAY.B). Previously, Mr. Boyko founded and was President of eFundraising.com Corporation, which became a leading player in the North American fundraising industry. In 2006, he was named one of Canada's Top 40 Under 40. Mr. Boyko also sits on the board of directors of Intelcom and Trans-Pro Logistics, both logistics companies headquartered in Montreal. Mr. Boyko is proud to serve as a board member of the Montreal Canadiens Children's Foundation and also sits on the board of the Orchestre Symphonique de Montréal (OSM).

A graduate with great distinction of McGill University, he holds a Bachelor of Commerce with a concentration in accounting and entrepreneurship. Mr. Boyko became a Certified General Accountant (CGA) in 1997.

Mr. Boyko lives in Quebec, Canada and speaks French and English.

Committee memberships	Audit Committee (chair)
Other public company boards and committees	Stingray Group Inc. (2007 – present)
Interlocking Relationships	Mr. Boyko sits on the Board of directors of Stingray Group Inc., alongside Ms. Bouchard
Securities held	• Shares: 38,300 • Deferred Share Units: 29,780 • Value of at risk holding: $4,930,354
	Mr. Boyko meets his equity ownership requirement – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Marie-Eve D'Amours

Treasurer, Fondation D'Amours

Age: 44
Not Independent
Director since: 2023
2024 Voting Results: $95.16\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Marie-Eve D'Amours is Treasurer of the Fondation D'Amours since 2018, a charitable trust helping several non-profit organizations with intellectual disabilities and children in vulnerable situations, where she oversees the financial management and strategy for deploying donations.

Ms. D'Amours has been developing her expertise in procurement, planning and management in various companies, (multinationals, large and SMEs) as well as in entrepreneurship. For more than 10 years, Ms. D'Amours attended the Board of Directors of Alimentation Couche-Tard, as an observer.

Ms. D'Amours has a bachelor's degree in management from the Hautes Études Commerciales de Montréal. She has her Institute of Corporate Directors (ICD.D) certificate and her Certification in Society Governance from the Université Laval.

Ms. D'Amours lives in Québec, Canada and speaks French and English.

Committee memberships	None
Other public company boards and committees	None
Interlocking Relationships	None
Securities held	• Shares: 364,966 • Deferred Share Units: 2,088 • Value of at risk holding: $26,582,051
	Ms. D'Amours meets her equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Janice L. Fields Corporate Director

Age: 69
Independent
Director since: 2020
2024 Voting Results: 99.02% in favour
- Fiscal 2025 meeting attendance: 100%

Janice Fields has served as President of McDonald's USA, LLC, a subsidiary of McDonald's Corporation, a fast food chain operator and franchiser, from 2010 until her retirement in 2012.

Ms. Fields has broad operational, financial and leadership experience from her long-standing career in the food industry, with particular expertise related to marketing, strategic planning, risk management, production, and human resources. During her over 35-year career at McDonald's, she held numerous roles, from starting as a crew member to holding several executive positions within McDonald's USA, including as U.S. Division President for the Central Division from 2003 through 2006 and Executive Vice President and Chief Operating Officer from 2006 through 2010, when she was named President.

Previously, Ms. Fields served on the boards of Chico's FAS, where she was also Chair of its Corporate Governance and Nominating Committee, Welbilt Inc., where she was also a member of the Nominating and Governance Committee and the Compensation Committee, Monsanto Corporation, Taubman Centers, Inc., and Buffalo Wild Wings. She was also a member of the global board of directors of the Ronald McDonald House Charities Global Brand from 2012 to 2024.

Ms. Fields has been named to Forbes' list of the World's 100 Most Powerful Women and to Fortune's 50 Most Powerful Women in Business list.

Ms. Fields lives in Florida, United States and speaks English.

Committee memberships	Human Resources and Corporate Governance Committee
Other public company boards and committees	Chico's FAS, Inc. (2013 – present) – Chair of the Corporate Governance and Nominating Committee
Interlocking Relationships	None
Securities held	• Shares: Nil
• Deferred Share Units: 15,415
• Value of at risk holding: $1,116,354
Ms. Fields meets her equity ownership requirements – see page 35 for details

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Eric Fortin

President of Kastellō Immobilier Inc.

Age: 53
Not Independent
Director since: 2021
2024 Voting Results: 92.51% in favour
- Fiscal 2025 meeting attendance: 100%

Eric Fortin is the President of Kastellō Immobilier Inc., an investment firm specializing in residential real estate in Québec, a role he has held since 2018. With over 25 years of extensive business management experience, Mr. Fortin's journey began at Alimentation Couche-Tard, where he commenced as a store manager from 1995 to 1997. Progressing through the ranks, he then served as Market Manager from 1997 to 2000, followed by Director of Operations from 2000 to 2007, culminating in his tenure as Director of Merchandising from 2007 to 2008. Throughout his career, he has successfully owned and managed multiple businesses.

In addition to his professional endeavors, Mr. Fortin is deeply committed to philanthropy. He proudly serves as Treasurer for the Fondation Lise et Richard Fortin, a foundation dedicated to supporting various causes, including aid for the elderly, itinerant individuals, and services for children who are survivors of sexual assault. Moreover, as a dedicated member of the Board of Directors for La Fondation de l'Hôpital Charles-Lemoyne, Mr. Fortin has been actively involved in numerous fundraising efforts since 2018, supporting patients, professionals, and families of the hospital. In this capacity, he also serves as Co-President of La Cave à Vin des Philanthropes, an initiative within the foundation that focuses on raising funds for youth mental health.

Previously, he dedicated his time and leadership as a Board member and Treasurer at Maison La Source Bleue between 2015 and 2022. This non-profit organization provides compassionate end-of-life care to adults with cancer or terminal illness.

Mr. Fortin is an alumnus of McGill University, holding a Bachelor of Commerce degree in marketing.

Mr. Fortin lives in Québec, Canada and speaks French and English.

Committee memberships	None
Other public company boards and committees	None
Interlocking Relationships	None
Securities held	• Shares: 243,966
• Deferred Share Units: 5,759
• Value of at risk holding: $18,085,085
	Mr. Fortin meets his equity ownership requirement – see page 35 for details

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Richard Fortin

Co-founder, Corporate Director

Age: 76
Not Independent
Director since: 1988
2024 Voting Results: $94.74\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Richard Fortin is a co-founder and served as Chairman of the Board from 2008 to 2011. He joined the Corporation in 1984 and retired as Executive Vice-President and Chief Financial Officer in 2008. Before joining Alimentation Couche-Tard, he spent 13 years at several major financial institutions and was Vice-President of Québec for a Canadian bank wholly owned by Société Générale (France).

Mr. Fortin served on the board of Transcontinental Inc. from 2004 to 2018 and was Lead Director and Chairman of its Audit Committee, and on National Bank of Canada's board from 2013 to 2018 as Chairman of the Risk Management Committee and member of its Audit Committee. Mr. Fortin also served on the board of Rona Inc. from 2009 to 2013, and on the board of National Bank Life Insurance Company from 2005 to 2018 and was Chairman of its Audit Committee from 2013 to 2018.

Mr. Fortin has a Bachelor of Arts in management with a major in finance from Université Laval in Québec City.

Mr. Fortin lives in Quebec, Canada and speaks French and English.

Committee memberships	Mr. Fortin does not serve on a committee because he is a co-founder of the Corporation
Other public company boards and committees	None
Interlocking Relationships	None
Securities held	• Shares: 31,490,149
• Deferred Share Units: 65,087
• Value of at risk holding: $2,285,230,191
	Mr. Fortin meets his equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Rt. Hon. Stephen J. Harper

Chairman and CEO of Harper & Associates Consulting

Age: 66
Independent
Director since: 2024
2024Voting Results: $99.87\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Stephen J. Harper is Chairman and CEO of Harper & Associates Consulting, which acts as a strategic consultant to clients around the world, providing advice on matters relating to market access, the management of global geopolitical and economic risk, and the maximization of value in global markets.

Mr. Harper sits on the board of directors of Colliers International Group Inc., a Canada-based diversified professional services and investment management company, where he also chairs the Governance Committee.

Mr. Harper is a founding partner and Chairman of Vision One Management, a fundamental value-oriented equity fund that applies a private-equity investment approach to public markets.

Mr. Harper is Chairman of the Alberta Management Investment Corporation (AIMCo). Mr. Harper serves as the Chair of the International Democracy Union and international Friends of Israel Initiative. Mr. Harper served as the $22^{nd}$ Prime Minister of Canada from 2006 to 2015.

Mr. Harper has received a bachelor's and master's degree in economics from the University of Calgary, was awarded an honorary Doctor of Philosophy from Tel Aviv University in 2014 and received an honorary degree from the Jerusalem College of Technology. In recognition of his government service, Mr. Harper has been awarded the Ukrainian Order of Liberty, the Woodrow Wilson Award for Public Service, the B'nai B'rith International Presidential Gold Medallion for Humanitarianism and was named as the World Statesman of the Year in 2012 by the Appeal of Conscience Foundation.

Mr. Harper lives in Alberta, Canada and speaks French and English.

Committee memberships	None
Other public company boards and committees	Colliers International Group Inc. (2016 – present) – Chair of the Governance Committee
Interlocking Relationships	None
Securities held	• Shares: 80 • Deferred Share Units: 1,515 • Value of at risk holding: $115,510Mr. Harper has until 2029 to meets his equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Mélanie Kau

Entrepreneur, Corporate Director

Age: 63
Independent
Director since: 2006
2024 Voting Results: 69.88% in favour
Fiscal 2025 meeting attendance: 100%

Mélanie Kau is a seasoned retailer with more than 30 years' experience in creating customer connections. As a retailer she led Naturiste, a 67-store chain of natural supplements and vitamins, to renewed profitability. As President of Mobilia, the largest independent furniture retailer in Eastern Canada, she focused on building the brand and growing the retail network to its current size. Currently she leads K2 Real Estate, a commercial developer of quality retail sites.

Ms. Kau's career as a board member spans more than two decades. Currently, in addition to Alimentation Couche-Tard, she serves as a board member at Gildan Activewear Inc., a leading manufacturer of everyday basic apparel, where she also chairs the Corporate Governance & Social Responsibility Committee and is a member of the Compensation & Human Resources Committee.

Ms. Kau has received several accolades for her business acumen and entrepreneurship, including Canada's Top 40 under 40 and the John Molson School of Business Award of Distinction.

Ms. Kau has a Master of Business Administration from Concordia and a Master of Journalism from Northwestern University.

Ms. Kau lives in Québec, Canada and speaks French, English, German and Italian.

Committee memberships	Human Resources and Corporate Governance Committee (chair)
Other public company boards and committees	Gildan Activewear Inc. (2024 – present) – Chair of the Corporate Governance & Social Responsibility Committee, member of the Compensation & Human Resources Committee
Interlocking Relationships	None
Securities held	• Shares: Nil
• Deferred Share Units: 172,025
• Value of at risk holding: $12,458,051
	Ms. Kau meets her equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Marie-Josée Lamothe, GCB.D

President, Tandem International

Age: 57
Independent
Director since: 2019
2024 Voting Results: $99.70\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Marie-Josée Lamothe has over 25 years of experience in the competitive digital and consumer products world (Google, L'Oreal, Procter & Gamble). She is best noted for her expertise in Digital Transformation and Global Branding. Since 2018, she has been the President of Tandem International and works closely with VCs as an advisory partner to their portfolio of small and medium-sized enterprises. She serves on the board of Group Dynamite and is a member of the Audit Committee and Nominating and Governance Committee. She also serves on the Riocan Real Estate Investment Trust where she is a member of the Investment Committee and the Nominating, Environmental, Social and Governance Committee.

Mrs. Lamothe is also a Professor of Practice at McGill University (Desautels Business Faculty) and administers McGill's Dobson Center for Entrepreneurship whose mission is to transform the university's innovation into viable startups.

From 2014 to 2018, she acted as Managing Director at Google Canada, overseeing the go-to-market practices for 14 industries. She also held several executive positions at L'Oreal between 2002 and 2014, from International Marketing Director in France to Chief Marketing Officer and Chief Corporate Communications Officer in Canada.

In recent years, she has been appointed by the Treasury Board of Canada to the Audit Committee for Ministries such as Employment and Social Development Canada (ESDC) and the Canadian Border Services Agency (CBSA), and nominated by the Commissioner of the Canadian Revenue Agency (CRA) to its external advisory panel. Ms. Lamothe was also appointed to the 2017 Advisory Council on Economy and Innovation for the Government of Quebec. She was a Member of the Canada 150 Research Chairs Multidisciplinary Review Panel which aims to award research chair positions to Canadian universities and enhance Canada's reputation as a global center for science, research, and innovation excellence.

Ms. Lamothe has recently earned the Triple E Award recognition for her excellence in entrepreneurship and engagement in higher education. She has been awarded the Desautels Achievement Award by McGill University, which recognizes individuals who serve as role models for students in their education, career, and philanthropic contributions. She received an Honoree Diploma from the Université de Montréal for her contribution to the advancement of our society. The Boardlist named her among the Top 10 women in tech in Canada, and InfoPresse nominated her as a Personality of the Year in Quebec. She was also recognized among Canada's Top 100 Most Powerful Women in the Financial Post and Canada's Marketers of the Year by Strategy magazine. Forbes Magazine and Social Media Magazine (US) recognized her among Top Marketing Minds To Follow on social media in North America, and Canadian Business Magazine nominated her among Canada's 40 Global Leaders.

Ms. Lamothe is a graduate of Mathematics & Economics with honors from the University of Montreal and INSEAD's L'Oreal's Executive Management program, with program certifications from MIT Sloan & MIT CSAIL Artificial Intelligence: AI Implications for Business Strategy (2020), from Said Business School Oxford University in Cybersecurity for Business Leaders (2021), and NASBA (National Association of State Boards of Accountancy) in Assessing Cybersecurity Risks (2021). In 2023, she earned a Professional Designation in regulatory standards of environmental, social, and governance (ESG): GCB.D.

Ms. Lamothe lives in Quebec, Canada and speaks French and English.

Committee memberships	Audit Committee
Other public company boards and committees	Group Dynamite (2023 - present) - member of the Audit Committee and Nominating and Governance Committee Riocan Real Estate Investment Trust (2022 - present) - member of the Investment Committee and the Nominating, Environmental, Social and Governance Committee
Interlocking Relationships	None
Securities held	• Shares: 7,560 • Deferred Share Units: 18,992 • Value of at risk holding: $1,922,896 Ms. Lamothe meets her equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Monique F. Leroux, C.M., O.Q., FCPA, FICD

Corporate Director

Age: 70
Independent
Director since: 2015
2024 Voting Results: $99.49\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Monique Leroux is a corporate director and has extensive business experience. Ms. Leroux is the former Chair of the board and Chief Executive Officer of Desjardins Group. From 2016 to 2020, Ms. Leroux was the Chair of the board of Investissement Québec. She currently serves as an independent director on the boards of BCE/Bell and Michelin Group and is a senior advisor at Teneo. In 2020, she was appointed chair of the Industry Strategy Council of Canada and a member of the G7 Impact Task Force representing Canada.

Before joining Desjardins Group, Ms. Leroux held senior executive roles at RBC (Royal Bank of Canada) and Quebecor. She was also an audit partner at EY (Ernst & Young). Ms. Leroux is a Companion of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier of the Légion d'Honneur (France) and a Companion of the Canadian Business Hall of Fame, the Investment Industry Hall of Fame, as well as the Canadian Accounting Hall of Fame. She has also received the Woodrow Wilson Award (United States), the Outstanding Achievement Award from the Québec CPA Order and the Institute of Corporate Directors Fellowship Award.

Ms. Leroux gives her time and support to several not-for-profit organizations. She serves a Chair of the board of the Université de Sherbrooke and as Vice Chair the Montréal Symphony Orchestra.

She has honorary doctorates from twelve Canadian universities.

Ms. Leroux lives in Quebec, Canada and speaks French and English.

Committee memberships	Audit Committee
Other public company boards and committees	BCE/Bell (2016 - present) – Chair of the Governance Committee and member of the Audit Committee Michelin Group (2015 - present) – Chair of Corporate Social Responsibility Committee and member of the Audit Committee
Interlocking Relationships	Ms. Leroux sits on the Board of directors of BCE Inc., alongside Mr. Vachon
Securities held	• Shares: 2,500 • Deferred Share Units: 34,972 • Value of at risk holding: $2,713,722 Ms. Leroux meets her equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Alex Miller

Chief Operating Officer, Alimentation Couche-Tard Inc.

Age: 53
Not Independent
Director since: 2024
2024 Voting Results: $98.74\%$ in favour
- Fiscal 2025 meeting attendance: $100\%$

Alex Miller was named President and CEO in September 2024, after serving as Chief Operating Officer since January 2023.

Previously, Mr. Miller held the positions of Executive Vice-President, Operations, North America, and Global Optimization beginning in March 2021, Executive Vice President, Commercial Optimization since May 2019, Senior Vice-President, Operations and Global Fuels since December 2017, Senior Vice-President, Global Fuels since November 2016, and Vice-President, Fuels since October 2012. Mr. Miller joined Couche-Tard as Director of Fuels, Real Estate and Facilities in 2012.

Prior to joining Couche-Tard, he was with BP Plc. for 16 years in a variety of operational, supply, business development, and strategy roles in the US and Europe with increasing levels of responsibility. This included eight years in retail across multiple channels in six different US markets across the Southeast, Midwest, and Mid-Atlantic geographies. He spent a further four years in London, working in Strategy & Planning at BP Plc's head office, and a final four years in Chicago working within fuel supply value chain optimization and business development.

Mr. Miller holds a BS in Business Management from Southern Illinois University.

Mr. Miller lives in South Carolina, United States and speaks English.

Committee memberships	None
Other public company boards and committees	None
Interlocking Relationships	None
Securities held(1)	• Shares: 38,537 • Deferred Share Units: 70,035 • Value of at risk holding: $25,812,443
	Mr. Miller meets his executive equity ownership requirement – see page 72 for details.

(1)As an executive, Mr. Miller also earns Share Units and stock options - see page 62.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Réal Plourde

Co-founder, Corporate Director

Age: 74
Not Independent
Director since: 1988
2024 Voting Results: 94.69% in favour
- Fiscal 2025 meeting attendance: 100%

Réal Plourde was Chairman of the Board from 2011 to 2014. He joined the Corporation in 1984 and served in a variety of roles until his retirement in 2011, including Executive Vice-President, Chief Operating Officer, Vice-President of Development, Sales and Operations, and Manager of Technical Services. Mr. Plourde began his career working on various engineering projects in Canada and Africa.

Mr. Plourde and his wife, Ariane Riou, are recipients of the Lieutenant Governor's Seniors Medal (February 2018), for their sustained community-based volunteer work, especially at the Palliative Care Home in Laval.

Mr. Plourde has a Master of Business Administration from the École des Hautes Études Commerciales in Montréal, an engineering degree in applied sciences from Université Laval in Québec City and is a member of the Ordre des Ingénieurs du Québec.

Mr. Plourde lives in Québec, Canada and speaks French and English.

Committee memberships	Mr. Plourde does not serve on a committee because he is a co-founder of the Corporation
Other public company boards and committees	None
Interlocking Relationships	None
Securities held	• Shares: 21,167,205
• Deferred Share Units: 36,153
• Value of at risk holding: $1,535,547,186
	Mr. Plourde meets his equity ownership requirements – see page 35 for details.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Louis Têtu

Chairman and Chief Executive Officer, Coveo Solutions Inc.

Age: 61
Independent
Director since: 2019
2024 Voting Results: 98.66% in favour
- Fiscal 2025 meeting attendance: 100%

Louis Têtu is an award-winning entrepreneur and business executive with 30 years of experience in international technology businesses. Mr. Têtu is Executive Chairman and the former Chief Executive Officer of Coveo Solutions Inc., (TSX: CVO), a global provider of artificial intelligence powered business solutions for ecommerce, customer service and workplace applications. Prior to Coveo, Mr. Têtu co-founded Taleo Corporation, a leading international provider of cloud software for talent and human capital management, listed on NASDAQ in 2005 and subsequently acquired by Oracle for US$1.9 billion in 2012. Mr. Têtu was Chief Executive Officer and Chairman of the board of directors from the company's inception in 1999 through 2007. Prior to Taleo, Mr. Têtu was President of Baan SCS, the supply-chain management solutions group of Baan, a global enterprise software company. This followed Baan's acquisition of Berclain Group inc., which he co-founded in 1989 and where he served as President until 1996.

Mr. Têtu serves on the board of CAE, a Canadian public company providing simulation technologies, modeling, and integrated training services for civil aviation and defense worldwide. He previously served on the board of Industrial Alliance Insurance and Financial Services inc., and of PetalMD, a leading cloud applications provider in the medical sector. Mr. Têtu is involved in private equity across multiple business sectors.

In 1997 Mr. Têtu was honoured by Université Laval for his social contributions and business achievements. He has twice received the Regional Ernst & Young Entrepreneur of the Year award and was a National winner in 2021.

Mr. Têtu is an Engineering graduate from Université Laval in Québec City and a commercially licensed helicopter pilot.

Mr. Têtu lives in Québec, Canada and speaks French and English.

Committee memberships	Human Resources and Corporate Governance Committee
Other public company boards and committees	Coveo Solutions Inc. (2008 - present) - Executive Chairman
CAE (2025 - present)
Interlocking Relationships	None
Securities held	• Shares: 26,114
• Deferred Share Units: 18,701
• Value of at risk holding: $3,245,502
	Mr. Têtu meets his equity ownership requirements – see page 35 for details

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Attributes of our Directors

Meeting attendance

Board and Committee meetings are called and held as described in our by-laws. Directors are expected to attend all meetings. The following table summarizes the attendance of the Directors and Committee members of the Board for the period from April 29, 2024 to April 27, 2025:

	Board meetings	Audit	Committee meetings
			Human Resources and Corporate Governance	Total 2025 attendance
Alain Bouchard	5 of 5 (100%)	-	-	100%
Louis Vachon	5 of 5 (100%)	-	-	100%
Jean Bernier	5 of 5 (100%)	-	-	100%
Karinne Bouchard	5 of 5 (100%)	-	-	100%
Eric Boyko	5 of 5 (100%)	4 of 4 (100%)	-	100%
Marie-Eve D'Amours	5 of 5 (100%)	-	-	100%
Janice L. Fields	5 of 5 (100%)	-	4 of 4 (100%)	100%
Eric Fortin	5 of 5 (100%)	-	-	100%
Richard Fortin	5 of 5 (100%)	-	-	100%
Brian Hannasch(1)	3 of 3 (100%)	-	-	100%
Stephen J. Harper	5 of 5 (100%)			100%
Mélanie Kau	5 of 5 (100%)	-	4 of 4 (100%)	100%
Marie-Josée Lamothe	5 of 5 (100%)	4 of 4 (100%)	-	100%
Monique F. Leroux	5 of 5 (100%)	4 of 4 (100%)	-	100%
Alex Miller(2)	2 of 2 (100%)			100%
Réal Plourde	5 of 5 (100%)	-	-	100%
Louis Têtu	5 of 5 (100%)	-	4 of 4 (100%)	100%

(1) Brian Hannasch retired from the Board on September 5, 2024.
(2) Alex Miller joined the Board on September 6, 2024.

Building a balanced Board

We believe that a diverse mix of director profiles is critical to a well-functioning Board, and an important aspect of good corporate governance. A wide variety of perspectives promotes active discussion and increases the likelihood that proposed solutions are balanced and comprehensive and in the best interest of the Corporation and its stakeholders.

The graphs below are snapshots of the diversity of this year's Director Nominees. You will find information about each Director Nominee in their profiles in the previous section, and more about our corporate governance practices relating to our Board composition, nomination and assessment starting on page 38.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Independence

The Board includes 56.25% independent directors. To ensure the Board functions independently, we have a Lead Director who meets with the independent directors in camera at every Board meeting.

Three of the Director Nominees, including the Founder and Executive Chairman, are not independent because they are co-founders of the Corporation. Mr. Miller is not independent because he is our Chief Executive Officer ("CEO"), Ms. Karinne Bouchard is not independent because she is the daughter of Mr. Alain Bouchard, Mr. Eric Fortin is not independent because he is the son of Mr. Richard Fortin and Ms. Marie-Eve D'Amours is not independent because she is the daughter of Mr. Jacques D'Amours.

The remaining nine Director Nominees are independent, within the meaning of the CSA Audit Committee Rules in that each of them has no direct or indirect material relationship with the Corporation and, in the reasonable opinion of the Board, are independent under the applicable laws, regulations and listing requirements to which the Corporation is subject.

The following table sets forth the relationship of the Director Nominees:

Name	Independent	Not Independent	Reason for Non-Independence
Alain Bouchard		☑	Mr. Bouchard is one of the co-founders of the Corporation
Mélanie Kau	☑
Jean Bernier	☑
Karinne Bouchard		☑	Ms. Bouchard is the daughter of Mr. Alain Bouchard
Eric Boyko	☑
Marie-Eve D'Amours		☑	Ms. D'Amours is the daughter of Mr. Jacques D'Amours, a co-founder of the Corporation
Janice L. Fields	☑
Eric Fortin		☑	Mr. Fortin is the son of Mr. Richard Fortin
Richard Fortin		☑	Mr. Fortin is one of the co-founders of the Corporation
Stephen J. Harper	☑
Marie-Josée Lamothe	☑
Monique F. Leroux	☑
Alex Miller		☑	Mr. Miller is the CEO of the Corporation
Réal Plourde		☑	Mr. Plourde is one of the co-founders of the Corporation
Louis Têtu	☑
Louis Vachon	☑

Languages spoken by the Board

Fourteen of the sixteen Board Nominees have a professional proficiency in French (87.5%) while all Board Nominees speak English (100%). In addition, one Board Nominee has a working proficiency in German and Italian.

Other information about the Director Nominees

To the knowledge of the directors of the Corporation and according to information provided to us, other than as disclosed below, none of the Director Nominees, and regarding item (iii) below, a significant shareholder, are at the date of this Circular or have been, within the last ten years, a director, chief executive officer or chief financial officer or, regarding item (iii) below, an executive officer of a company which, while the person was acting in this capacity:

(i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(ii) was, after the director or executive officer ceased to be a director or executive officer, the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a

period of more than 30 consecutive days as a result of an event which occurred while the director or executive officer was acting in this capacity; or

(iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Richard Fortin and Mr. Eric Fortin were directors of Les Jardins Val-Mont Inc. ("Val-Mont") from 2009 until August 6, 2015. On July 8, 2016, Val-Mont filed a proposal under the Bankruptcy and Insolvency Act (Canada), which was approved by the Superior Court of Quebec on September 8, 2016.

Mr. Boyko was a director of Bouclair Inc., from December 10, 2014 to June 1, 2020. On November 11, 2019, Bouclair Inc., and Bouclair International Inc., ("Bouclair") each filed a notice of intention to make a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). On May 11, 2020, Bouclair filed a proposal to their creditors with the Office of the Superintendent of Bankruptcy of Canada and on May 22, 2020, the Superior Court of Quebec rendered an order granting a motion approving a transaction between Bouclair as vendors, and Alston Investments Inc., as purchaser. On July 17, 2020, the Superior Court of Quebec rendered an order appointing Deloitte Restructuring Inc. Receiver under Section 243 of the Bankruptcy and Insolvency Act. On August 12, 2020, the Superior Court of Quebec sanctioned the amended proposal of Bouclair.

Ms. Lamothe was a director of Reitmans (Canada) Limited ("Reitmans") until August 30, 2019 as well as a director of Aldo Group Inc., ("Aldo") until December 31, 2019. In 2020, given the impact of Covid on the retail industry, Reitmans and Aldo sought protection from their creditors under the Companies' Creditors Arrangement Act ("CCAA") on May 19, 2020 and May 6, 2020, respectively. On January 4, 2022 Reitmans obtained a sanction order from the Superior Court of Quebec for the distribution of a settlement amount to Reitmans' creditors.

Ms. Kau was a director of Atis Group Inc. ("Atis") from October 2017 to February 2021. On February 19, 2021 Atis sought the protection of the Superior Court of Quebec under the CCAA. The Superior Court of Quebec rendered an initial order under the CCAA on February 24, 2021 authorizing the bankruptcy of Atis. In December 2021, substantially all of Atis' non-monetary assets were sold and the entity was put into bankruptcy.

Loans to directors and officers

The Corporation can grant loans to its directors, officers and other employees in the regular course of business as long as the loans comply with legal and regulatory requirements and are on market terms. As at July 9, 2025 there were no loans outstanding.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Director Compensation

The Corporation's compensation program for directors who are not otherwise employed by the Corporation (the "Non-Executive Directors") is designed (i) to attract and retain the most qualified individuals to serve on the Board and its committees, (ii) to align the interests of the directors with the long-term interests of the Corporation's shareholders, (iii) to provide appropriate compensation for the time, commitment and responsibilities related to being an effective director, and (iv) to remain competitive with director compensation trends and practices.

Our Director Compensation Program

The compensation program of the Corporation for Non-Executive Directors for fiscal 2025 was structured as follows:

Annual retainer fee to cover all responsibilities, attendance and work performed by Non-Executive Directors during the year of which at least 50% is paid in Deferred Share Units ("DSUs");
Option for Non-Executive Directors to elect to have up to 100% of their compensation paid in DSUs;
Non-Executive Directors requirement to hold at least four times their annual retainer in shares or DSUs, and have five years from their election to the Board to meet this requirement;
The Corporation does not grant stock options to Non-Executive Directors.

EXECUTIVE DIRECTORS DO NOT RECEIVE DIRECTOR COMPENSATION

Directors who are employed by the Corporation (the "Executive Directors") do not receive director compensation or stock options. As such, Alain Bouchard is compensated in his role as Founder and Executive Chairman and Alex Miller is compensated for his role as President and Chief Executive Officer.

Oversight and Benchmarking

The Human Resources and Corporate Governance Committee (the "HRCG Committee") is mandated by the Board to review the Non-Executive Directors compensation and to make recommendations to the Board in order to ensure that such compensation is established in an equitable and competitive manner taking into account the responsibilities and risks associated with the performance of director duties. In connection with this review, the HRCG Committee regularly retains an outside compensation consultant to benchmark the Corporation's Non-Executive Directors' compensation against the median of compensation from a peer group of companies in the retail and food manufacturing industries. The companies in the peer group all have North American operations, annual revenues from US$6 to US$138 billion, a market capitalization from US$8 to US$111 billion, and all are in similar or related industries – food retail, general merchandising, oil and gas refining and marketing, or restaurants. You can read more about our peer compensation group and how we benchmark executive compensation starting on page 71.

Based on the results of the benchmarking review, the HRCG Committee then recommends to the Board any adjustments to the Non-Executive Directors' compensation that may be necessary or appropriate to achieve the objectives of the Corporation's director compensation program.

In fiscal 2025, the Board of Directors approved the increase of the Lead Director retainer by an amount of $10,000. In fiscal 2025, the Lead Director retainer fee therefore increased from $40,000 to $50,000.

Annual Retainers

The table below shows the annual retainer fees payable to the Corporation's Non-Executive Directors in fiscal 2025:

Fiscal 2025	Board Retainer
Director Position	$230,000
Lead Director Position	$280,000
Human Resources and Corporate Governance Committee Chair Retainer	$268,000
Audit Committee Chair Retainer	$268,000
Committee Member Retainer	$243,000

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Non-Executive Directors minimum equity ownership requirements

The Corporation believes it is important that Non-Executive Directors demonstrate their commitment to the Corporation and its shareholders through share ownership. To this effect, pursuant to the Corporation's Shareholding Guidelines, directors are required to acquire, over a period of five years, ownership of an amount of Shares and/or DSUs which is equivalent in value to four times the annual Board retainer, and subsequently maintain such minimum ownership position for the duration of his or her tenure as a director. In fiscal 2025, the total value of a Non-Executive Director's Shares and/or DSUs is at least $920,000. Any remuneration increase provides the Non-Executive Director an additional four years to meet their ownership requirement.

The following table shows the total number of Shares, as well as DSUs owned by each Non-Executive Director as at April 27, 2025. The total value held by each Non-Executive Director has been calculated using $72.42, the closing price on the TSX of the Shares on April 25, 2025, the last trading day of fiscal 2025.

	Shares	Total Value of Shares as at April 27, 2025	DSUs^{(1)}	Total value of DSUs as at April 27, 2025	Meets ownership requirement	Date by which the ownership requirement must be met
Jean Bernier^{(2)}	41,126	$3,197,547	16,985	$1,320,584	yes	Requirement is met
Karinne Bouchard	24,022	$1,867,711	5,489	$426,770	yes	Requirement is met
Eric Boyko^{(3)}	38,300	$2,977,825	29,780	$2,315,395	yes	Requirement is met
Marie-Eve D'Amours	364,966	$28,376,107	2,088	$162,342	yes	Requirement is met
Janice Fields	—	—	15,415	$1,198,516	yes	Requirement is met
Eric Fortin	243,966	$18,968,357	5,759	$447,762	yes	Requirement is met
Richard Fortin^{(4)}	31,490,149	$2,448,359,085	65,087	$5,060,514	yes	Requirement is met
Stephen J. Harper^{(5)}	80	$6,220	1,515	$117,791	no	March 2029
Mélanie Kau	—	—	172,025	$13,374,944	yes	Requirement is met
Marie-Josée Lamothe^{(6)}	7,560	$587,790	18,992	$1,476,628	yes	Requirement is met
Monique F. Leroux	2,500	$194,375	34,972	$2,719,073	yes	Requirement is met
Réal Plourde^{(7)}	21,167,205	$1,645,750,189	36,153	$2,810,896	yes	Requirement is met
Louis Têtu^{(8)}	26,114	$2,030,364	18,701	$1,454,003	yes	Requirement is met
Louis Vachon	10,000	$777,500	12,551	$975,840	yes	Requirement is met

(1) Includes dividend equivalents earned on DSUs.
(2) Mr. Bernier holds 31,126 of his Shares through his holding company.
(3) Mr. Boyko holds all of his Shares through his holding company.
(4) Mr. Fortin holds 370,600 Shares through his foundation and holds 23,692,077 Shares through his holding company.
(5) Mr. Harper has until March 2029 to meet his equity ownership requirement.
(6) Ms. Lamothe holds 2,048 of her Shares through her holding company.
(7) Mr. Plourde holds 290,000 Shares through his foundation and holds 9,208,476 Shares through his holding company.
(8) Mr. Têtu holds 22,514 of his Shares through his holding company.

Directors may not purchase financial instruments to hedge or offset a decrease in the market value of Shares held for the purpose of the Director Share Ownership Requirement. As Executive Chairman, Alain Bouchard and as the President and CEO, Alex Miller are required to comply with the Executive Share Ownership Requirement (see section entitled Executive Share Ownership Requirement on page 72 for additional details).

Deferred Share Unit Plan

The Corporation has adopted a DSU plan (the "DSUP") which enables Non-Executive Directors, among others, to align their economic interests with those of the Corporation's shareholders and to assist them in meeting the requirements set forth in the Corporation's Shareholding Guidelines.

Unless otherwise determined, DSUs vest immediately upon being granted. However, no Director who is a holder of DSUs has any right to receive any payment under the DSUP until he or she ceases to be an Eligible Director (and is not at that time an employee of the Corporation) including by death, disability, retirement or resignation. Eligible Directors receive at least 50% of their compensation in DSUs, the exact number of which is calculated using the Market Value of the Shares at the time of the grant. DSUs can only be redeemed for cash and the dollar amount is calculated using the market value of the Shares on the payout date.

Detailed information on the DSU Plan is included in Appendix C of this Circular.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Non-Executive Directors' compensation table

The following table lists all compensation earned during fiscal 2025 by the Non-Executive Directors, as at April 27, 2025. We calculated the number of DSUs awarded as payment of the Board retainer by dividing the dollar amount of the award by the weighted average trading price of our Shares on the TSX over the five trading days immediately before the payment date.

	Lead Director	Committee		All other compensation	Total compensation	How it was allocated
		Chair	Member			Cash	DSU
Jean Bernier	$230,000	—	—	$13,000	—	$243,000	—
Karinne Bouchard	$230,000	—	—	—	—	$230,000	$115,000
Eric Boyko	$230,000	—	$25,000	$13,000	—	$268,000	—
Marie-Eve D'Amours	$230,000	—	—	—	—	$230,000	$115,000
Janice Fields	$230,000	—	—	$13,000	—	$243,000	—
Stephen J. Harper	$230,000	—	—	—	—	$230,000	$115,000
Eric Fortin	$230,000	—	—	—	—	$230,000	$115,000
Richard Fortin	$230,000	—	—	—	—	$230,000	—
Mélanie Kau	$230,000	—	$25,000	$13,000	—	$268,000	—
Marie-Josée Lamothe	$230,000	—	—	$13,000	—	$243,000	—
Monique F. Leroux	$230,000	—	—	$13,000	—	$243,000	—
Réal Plourde	$230,000	—	—	—	—	$230,000	—
Louis Têtu	$230,000	—	—	$13,000	—	$243,000	—
Louis Vachon	$230,000	$50,000	—	—	—	$280,000	—
Total						$3,411,000

Incentive plan awards – value vested or earned during fiscal 2025

The table below shows the aggregate dollar value that would have been realized if the DSUs issued in fiscal 2025 had been cashed on the grant date.

	Option-based awards - value vested during the fiscal year	Share-based awards - value vested during the fiscal year	Non-equity incentive plan compensation - value earned during the year
Jean Bernier	—	$243,000	—
Karinne Bouchard	—	$115,000	—
Eric Boyko	—	$268,000	—
Marie-Eve D'Amours	—	$115,000	—
Janice Fields	—	$243,000	—
Stephen J. Harper	—	$115,000	—
Eric Fortin	—	$115,000	—
Richard Fortin	—	$230,000	—
Mélanie Kau	—	$268,000	—
Marie-Josée Lamothe	—	$243,000	—
Monique F. Leroux	—	$243,000	—
Réal Plourde	—	$230,000	—
Louis Têtu	—	$243,000	—
Louis Vachon	—	$280,000	—

Upcoming changes to Non-Executive Director compensation in fiscal 2026

In fiscal 2025, the Board of Directors approved an increase of the Lead Director retainer by an amount of $10,000, therefore increasing the Lead Director retainer from $40,000 to $50,000. Pursuant to the shareholding guidelines for Directors, the requirement is to gain four times their annual retainer within five years from the date of appointment, and any increase would be subject to the same requirement from the effective date of the increase.

There are currently no planned changes to the Non-Executive Directors compensation for fiscal 2026.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Our Corporate Governance Practices

The Board considers strong and transparent corporate governance practices to be important factors in the overall success of our Corporation and we are committed to adopting and adhering to the highest standards of corporate governance. We strive for continuous improvement in our corporate governance practices to ensure effective oversight of management and our affairs, and to make sure our governance framework not only meets regulatory requirements but also reflects evolving best practices. We comply with the guidelines adopted by the Canadian Securities Administrators and with the standards of other regulatory bodies. The Corporation has adopted certain policies and procedures to ensure that effective corporate governance practices are followed. Our Corporate Governance Guidelines and Delegation of Authority Policy provide a framework of authority and accountability to enable the Board and management to make timely and effective decisions that promote shareholder value while complying with applicable laws and the Corporation's commitment to ethical conduct, integrity and transparency. The Board periodically reviews our governance practices for opportunities to update them.

A copy of the corporate Governance Guidelines and other governance related documents is available at https://corpo.couche-tard.com/en/our-company/leadership-governance/governance/

Composition of our Board

Our Board of Directors oversees the management of the Corporation with a view to increasing shareholder value over time all the while maintaining other stakeholders' interests. The Board makes major policy decisions and reviews the performance and effectiveness of the management team, which is responsible for our day-to-day operations.

Board Size

Although the maximum number of directors permitted by the Corporation's articles is 20, the Board has the ability to increase or decrease its size within the limits defined by the articles of the Corporation and in accordance with applicable laws. The Board believes that a size of eight (8) to twenty (20) directors is appropriate and allows for the efficient functioning of the Board as a decision-making body.

The HRCG Committee annually assesses the size and overall composition of the Board by considering factors such as competencies, skills, qualities, diversity and gender balance and other attributes the Board believes it needs to possess, as a whole, to fulfill its responsibilities and identifies new director candidates for the Board. Its goal is to build a diverse group of directors who collectively have the relevant skills, experience and qualities necessary to support our strategic direction, meet the challenges the Corporation faces and serve the long-term interests of the Corporation and its shareholders.

We recognize the importance of maintaining an effective balance of director expertise and independence. We have benefited greatly from the experience of the more senior members of the Board over time, but have also refreshed the Board, by adding several new independent directors over the last years. You can read about all the Director Nominees beginning on page 15.

Board and Committee Organization

Two standing committees help the Board carry out its responsibilities: the Audit Committee and the HRCG Committee. Both committees are made up entirely of independent directors.

The Board and Committee meetings are generally organized as follows:

Five regularly scheduled Board meetings each year, including a meeting to consider and approve the Corporation's budget, strategy and approach to compensation;
Four regularly scheduled Audit Committee meetings per year and four regularly scheduled HRCG Committee meetings per year;
Special Board or Committee meetings are held when deemed necessary;
Members of management and certain other key employees are regularly called upon to give presentations at the Board and Committee meetings; and
One annual continuous education session conducted jointly with the Executive Leadership Team.

BOARD COMMITTEES

The Audit Committee and Human Resources and Corporate Governance Committee carry out many of these responsibilities on behalf of the Board.

You can learn more about the committees and read the 2025 committee reports starting on page 43.

To ensure the Board operates independently of management, it has a Lead Director who has been recommended by the HRCG Committee and approved by the Board. The Lead Director is responsible for, among other things, providing leadership to the independent directors and making sure directors and management understand the responsibilities of the Board, and that they clearly understand and observe the boundaries between the responsibilities of each. The independent members of the Board meet with the Lead Director – without management or the non-independent directors – after every quarterly and annual Board meeting and every committee meeting.

Position Descriptions

The Board has developed written position descriptions for the Executive Chairman of the Board, for the Lead Director, for the Committee chairs and for the CEO to complement the Board's charter. The complete text of the position descriptions can be found on the Corporation's website at:

https://corpo.couche-tard.com/en/our-company/leadership-governance/governance/

These descriptions are reviewed annually by the HRCG Committee and are updated as required.

Conflict of Interest

In accordance with applicable law, each director is required to disclose to the Board any potential conflict of interest he or she may have in a matter before the Board or a committee thereof at the beginning of the Board or committee meeting. A director who is in a potential conflict of interest must not attend any part of the meeting during which the matter is discussed or participate in a vote on such matter.

Board Interlocks

To maintain director independence and to avoid potential conflicts of interest, the Board reviews the number of board interlocks among its directors regularly. Unless otherwise determined by the Board, no more than two directors may serve together on the board of another public company, and directors may not serve together on the boards of more than two other public companies. As at July 9, 2025, two of the Board's Directors Nominees, Ms. Bouchard and Mr. Boyko, sit together on the board of Stingray Group Inc., where Ms. Bouchard is also Chair of the Audit Committee; and two of the Board's Directors Nominees, Ms. Leroux and Mr. Vachon, sit together on the board of BCE Inc., where Mr. Vachon is also a member of the Compensation Committee and the Risk and Pension Fund Committee and Ms. Leroux is Chair of the Governance Committee and a member of the Audit Committee.

Other Directorships

The Corporation values the experience and perspective that directors bring from their service on other boards, but also recognizes that other board memberships and activities may also limit a director's time and availability and may present conflicts of interest or legal issues, including independence issues. As a general rule, directors should limit their service as directors on publicly-held company and investment company boards to no more than five (including the Corporation's Board). Service on the boards of subsidiary companies with no publicly traded stock is not included in this calculation. Without specific approval from the Board, the Corporation's CEO may serve on no more than two public company boards (including the Corporation's Board). Furthermore, no director shall serve as a director, officer or employee of the Corporation's competitor. A director wishing to join any other board of directors, whether a private or public corporation, must first request permission of the Chairman of the Board so that the appropriate review can be undertaken to ensure that there is no potential conflict or any other legal or business concerns.

POSITION DESCRIPTIONS

The Board has developed position descriptions for the Founder and Executive Chairman, the Lead Director, the chairs of each Board Committee, and the President and Chief Executive Officer. These are available on our website (corpo.couche-tard.com).

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Director nomination process

The HRCG Committee is responsible for developing, reviewing, and monitoring criteria, as well as establishing procedures for evaluating and recommending potential directors to the Board for approval. Its goal is to build a diverse group of directors who collectively have the relevant skills, experience and qualities necessary to support the Corporation's strategic direction, meet the challenges the Corporation faces and serve the long-term interests of our shareholders.

In support of this goal, the HRCG Committee will, when identifying candidates to nominate for election to the Board:

(a) consider individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character and qualities having regards to the Corporation's current and future plans and objectives, as well as anticipated regulatory and market developments;
(b) consider a variation of skills, experience and backgrounds of its members (including those with differences in age, disability, gender, sexual orientation, marital or Civil partnership status, race (including ethnic origin, nationality or color), religious, political or other beliefs, regional and geographic background);
(c) consider the level of representation of women on the Board and in executive officer positions along with markers of diversity when making recommendations for nominees to the Board or for appointment as executive officers and in general with regard to succession planning for the Board and executive officers; and
(d) as required, engage qualified independent external advisors to assist the Board in conducting its search for candidates that meet the Board's criteria regarding skills, gender balance, experience and diversity.

To assist in this process, the HRCG Committee shall be mandated to consider as part of its policies and procedures:

(a) the periodic evaluation and assessment of individual directors as well as Board committees and the Board as a whole to identify strengths and areas for improvement;
(b) in consultation with the Board, the development and maintenance of a skills matrix that identifies the skills and expertise required for the Board along with potential areas for growth and improvement; and
(c) measures designed to ensure that the nominee recruitment and identification process are appropriate in terms of depth and scope to foster identification and progression of diverse candidates.

Please see page 15 for information about this year's Director Nominees.

The Board is satisfied that this year's group of Director Nominees meets our requirements for a healthy board culture that promotes diverse perspectives and good governance.

Skills matrix

The HRCG Committee uses a skills matrix to help assess the overall skills of the Board and identify gaps. The skills matrix outlines the desired qualifications, attributes, skill and experience that are important to and necessary for the proper functioning of the Board and are reviewed annually. These areas of expertise are intended to complement the general qualifications and attributes that are sought in all Board members, such as high ethics and integrity, senior executive leadership, strategic acumen, sound business judgment, as well as willingness to devote the required amount of time to carry out the duties and responsibilities of Board service. The skills matrix was last reviewed by the HRCG and approved by the Board in March 2025.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The following table outlines the skills of our Director Nominees:

CHARACTERISTICS	Alain Bouchard	Jean Bernier	Eric Boyko	Karinne Bouchard	Marie-Eve D'Amours	Janice L. Fields	Eric Fortin	Richard Fortin	Stephen J. Harper	Mélanie Kau	Marie-Josée Lamothe	Monique F. Leroux	Alex Miller	Réal Plourde	Louis Tétu	Louis Vachon
Independence		✓	✓			✓			✓	✓	✓	✓			✓	✓
Diversity				✓	✓	✓				✓	✓	✓
SKILLS AND EXPERIENCE
Entrepreneurship	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Financial literacy	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Corporate governance	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Compensation, labour relations, human resources	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Senior executive leadership	✓	✓	✓			✓	✓	✓	✓		✓	✓	✓	✓	✓	✓
Environmental, Social and Governance	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
Marketing, communications	✓	✓	✓	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓
Digital economy	✓	✓	✓		✓	✓	✓	✓			✓	✓	✓	✓	✓	✓
Oil, Gas and Energy sector experience	✓	✓	✓	✓	✓		✓	✓	✓			✓	✓	✓		✓
Information technology	✓	✓	✓		✓		✓	✓	✓		✓	✓	✓	✓	✓	✓
Risk Management/Compliance	✓	✓	✓	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓
International retail and consumer products	✓	✓	✓	✓	✓	✓	✓	✓			✓	✓	✓	✓	✓	✓
Retail Industry knowledge	✓	✓	✓	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓	✓	✓
Real estate	✓	✓	✓	✓	✓	✓	✓	✓		✓	✓	✓	✓	✓		✓
Food retail	✓	✓	✓	✓	✓	✓	✓	✓				✓	✓	✓
Supply chain	✓	✓	✓		✓	✓	✓	✓				✓	✓	✓	✓
SKILLS AND EXPERIENCE	DEFINITION
---	---
Entrepreneurship	Experience in developing new business opportunities, products, services, and processes within an existing organization to create great value and generate growth.
Financial literacy	Experience and understanding of financial accounting and reporting, corporate finance, auditing and internal controls.
Corporate governance	Experience and understanding the best practices and principles relating to corporate governance of a public corporation and major organization.
Compensation, labour relations, human resources	Experience and understanding the best practices and principles relating with compensation plans, leadership development, talent management, succession planning, human resources and human capital management..
Senior executive leadership	Experience as a CEO or any senior officer position of a public corporation or major organization.
Environmental, Social and Governance	Experience with the policies, practices or management risk associated with environment, social and governance matters which are relevant to the organization.
Marketing, communications	Experience in communications or marketing industry.
Digital economy	Experience with e-commerce quick commerce, digital retailing, AI applications and social media.
Oil, Gas and Energy sector experience	Experience in the oil, gas and energy industry to understand the commercial aspects of the business, market, operational challenges and other strategies.
Information technology	Experience and understanding of technology, digital platforms, new media, data security, IT security and IT infrastructure.
Risk Management/Compliance	Experience and skills in assessing and managing key enterprise risk exposures and compliance programs.
International retail and consumer products	Experience in the operations of retail and consumer products in multiple countries with an understanding of the challenges and opportunities within the organization in those countries.
Retail Industry knowledge	Experience and understanding of multi-site retail, specifically the management of multiple retail or distribution stores or sites.
Real estate	Experience in real estate, residential or commercial as well as real estate acquisitions and dispositions and property management of real estate properties.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

SKILLS AND EXPERIENCE	DEFINITION
Food retail	Experience in food retail combined with the knowledge of the industry, markets, operational issues, and regulatory concerns.
Supply chain	Experience in supply chain combined with the knowledge of the industry, markets, operational issues, regulatory concerns as well as supply chain management.

Canadian Disclosure Requirements

In accordance with Canadian securities legislation, TSX-listed companies are required to disclose certain information in their management information circulars relating to their gender diversity policies and practices. The Corporation recognizes and embraces the benefits of having a balanced Board and executive team and sees this as a competitive advantage. Furthermore, the Corporation recognizes that balance and diversity is essential to the Corporation being able to better understand and serve its very diverse customer base. The Corporation is an equal opportunity company and supports the spirit and intent of applicable human rights and anti-discrimination laws as further detailed in the Corporation's Ethics Code of Conduct (the "Ethics Code"). Towards this end, the Corporation has adopted a Policy Regarding Diversity on the Board of Directors and in Executive Officer Positions (the "Diversity Policy") which sets out the guidelines by which the Corporation undertakes to promote diversity for members of the Board of the Corporation and its Executive Leadership Team. While all director appointments are based on merit, the Board expects that when selecting candidates, a wide range of criteria are considered, to ensure that the Board, as a whole, reflects a range of viewpoints, backgrounds, educational levels, skills, work experience and expertise. The Corporation aspires to maintain a highly qualified Board in which women represent 30% of its members - and we are proud to say that we are already meeting such target.

To this end, the Corporation is committed to promote the balance and diversity of the Board by:

using recruitment protocols that recognize the importance of diversity, beyond the mere notion of gender and that diverse candidates can be found in a broad array of organizations outside of the traditional candidate pool of corporate directors and officers;
using to their fullest potential the current network of organizations that can help identify diverse candidates; and
periodically reviewing board recruitment and selection protocols to make sure that diversity in its broadest sense remains a component of every search.

Orientation and continuing education

The HRCG Committee is responsible for orientation and ongoing education of directors.

Orientation

All new directors are given a director's guide that contains information about the Corporation and our industry, Board and Committee mandates, the Ethics Code and other corporate policies. The objective of our orientation process is that new Directors grasp the Corporation's areas of focus in order to start contributing to Board effectiveness as quickly as possible. Directors attend orientation presentations by key executives, who provide in-depth information about the industry, our Corporation and our business operations, our strategy, risks, culture and key issues. They also meet with our Executive Chairman or one of the other founders to better understand the Corporation's business model and culture. New directors are also given an overview of the role and functioning of the Board and its Committees and what is expected of them in their role as director. Finally, new Directors are also provided with the opportunity to participate in a site tour.

Continuing education

The continuing education program for Directors is structured to broaden their knowledge of the Corporation and the industry and keep them up to date on company initiatives. These initiatives include the following:

Newsfeeds: Directors receive newsfeeds on a regular basis from the executive group that keeps them current and gives them a window into our extensive network of stores.

Ongoing presentations: Directors attend regular presentations on the main areas of the Corporation's business, financial matters, operations and overall industry. These presentations include highlighting market conditions and trends that may impact the Corporation's business and influence its growth strategy and worldwide outlook, key risks and opportunities. These presentations are generally held during Board meetings and give directors an opportunity to talk to executives and senior management.

Annual strategic meeting: Directors also attend an annual strategic planning meeting, where they have the opportunity to review and discuss with senior management the Corporation's long-term strategic plan.

Committee specific presentations: at the committee level, continuing education topics are added to committee agendas from time to time throughout the year. For example, invited outside advisors or internal specialists to provide regular updates on developments in corporate governance, tax legislation or executive compensation practices.

Annual in-depth session: Once a year, directors attend an in-depth session designed to increase their knowledge of the industry and our business activities globally. Consultants are often invited to present, and sessions can include tours of international operations and discussions of future business trends and issues.

Other seminars and programs: Directors are encouraged to attend seminars and educational programs offered by other organizations, to suggest ideas for future programs and to share best practices they have observed at other boards.

Finally, Board members have full access to the Corporation's executives and senior management, and the Board encourages management to address the Board in those instances where a manager's expertise and assistance can enhance the Board's understanding of a particular issue under its consideration.

In fiscal 2025, members of the Board participated in the following presentations and events:

Topic	Date	Presenters	Attendees
Presentation on enterprise risk management	April 30, 2024	Marisa Iafigliola, Global Director, Internal Audit and Risk Management	All Directors
Presentation on fiscal 2025 strategy	April 30, 2024	Various Couche-Tard Executives	All Directors
Presentation on IT strategy and digital update	April 30, 2024	Ed Dzadovsky, Executive Vice President, Chief Technology Officer	All Directors
Presentation on key summer traffic initiatives	June 25, 2024	Louise Warner, Executive Vice President, North American Operations and Global Commercial Optimization and Trey Powell, Senior Vice President, Global Merchandising	All Directors
Presentation on sustainability and regulatory reporting requirements	June 25, 2024	Ina Strand, Executive Vice President, Chief People Officer	All Directors
Presentation on IT cyber security and risk	September 4, 2024	Brian Hannasch, Former President and CEO and Ed Dzadovsky, Executive Vice President, Chief Technology Officer	All Directors
Presentation on food and thirst	September 4, 2024	Mette Uglebjerg, Senior Vice President, Global Food and Marketing and Trey Powell, Senior Vice President, Global Merchandising	All Directors
Presentation on investor relations	November 25, 2024	Filipe Da Silva, Executive Vice President, Chief Financial Officer	All Directors
Board ongoing education program training	November 25, 2024	Various Couche-Tard Executives	All Directors
Presentation on fiscal 2025 strategy	November 25, 2024	Various Couche-Tard Executives	All Directors
Presentation on fiscal 2025 strategy	March 18, 2025	Various Couche-Tard Executives	All Directors
Presentation on adjacent business retail strategy	March 18, 2025	Filipe Da Silva, Executive Vice President, Chief Financial Officer and Niall Anderton Senior Vice President Strategy and Transformation	All Directors
Presentation on Corporate Governance Trends	March 18, 2025	Melanie Charbonneau, Chief Legal Affairs and Corporate Secretary	HRCG Committee
Presentation on cybersecurity incident management governance	March 18, 2025	Ed Dzadovsky, Executive Vice President, Chief Technology Officer	Audit Committee

Retirement and term limits

There is no retirement age, and there are no term limits for serving as a director of the Corporation. On an ongoing basis, a balance must be struck between ensuring that there are fresh ideas and viewpoints available to the Board while not losing the insight, experience and other benefits of continuity contributed by longer serving Directors. The Board continues to believe that the annual assessment process is an efficient and transparent way to evaluate directors and determine improvements to Board composition.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The annual director assessment provides strong motivation for directors to make sure they are adding value and making a significant contribution to the Board and the Corporation. The Board has demonstrated the effectiveness of its approach as a mechanism for Board renewal as the composition of Board has most recently changed at the annual meeting of Shareholders held in 2021, 2023 and 2024.

Primary employment status change

A director who makes a major change in his or her principal occupation shall inform the Board for consideration if such director shall submit his or her resignation. It is not intended that the directors who retire or whose professional positions change should necessarily leave the Board; rather, the Board believes it is appropriate in such circumstances to conduct a review, with the assistance of the HRCG Committee, of the continued appropriateness of Board membership under such circumstances.

Board, committee and director assessments

The Board has a formal assessment process for determining how well the Board, Board committees and individual directors are functioning. The process is completed yearly, alternating between a written questionnaire and one-on-one interviews with each director.

The questionnaire goes out to all members of the Board and is completed anonymously. It includes four categories of questions:

Board responsibility – do directors have the tools and the time necessary to gain a good understanding of the Corporation and its strategy, operations and risks?
Board operations – does the Board have the right mix of directors, and are meetings effective, mandates clear and reporting sufficient?
Board effectiveness – do the directors communicate effectively with management and with each other?
committee assessment – are the committees appropriate, the directors who sit on them effective and the work they produce sufficient?

The questionnaire also includes open-ended questions about areas the Board should be focusing on, and where things should be improved. The Lead Director meets personally with a Board member if there is a performance issue.

In alternate years, the Lead Director meets with each individual Board member in a one-on-one meeting and goes through the questions personally. This approach gives rich feedback, which the Lead Director brings back to the HRCG Committee, and will bring to the full Board if there are things that need to be addressed.

Role and duties of our Board and its Committees

The role of the Board of Directors

The Board's mandate, which was reviewed and adopted on June 29, 2020 and last amended on April 30, 2024, sets out its responsibilities in the following categories:

strategy and budget;
environmental, social and governance;
talent and human resource management and compensation;
risk management including cyber security risk, capital management and internal controls;
communications; and
financial reporting, auditors and transactions;

You will find the full text of the mandate in Appendix B.

1. Strategy and Budget

The Board is responsible for approving the Corporation's strategic plan and priorities, as well as the Corporation's annual operating and capital budgets.

The President and CEO, working with the Executive Leadership Team, develops the Corporation's strategy and corporate objectives every year, and presents them to the Board at an annual budget and strategic planning session. The Board reviews the plans with management, makes adjustments considering opportunities and risks and our financial strategy, and approves the annual business

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

plan and our strategic plan and priorities. The Board also evaluates our operating and financial performance against the strategic plan and budgets.

2. Governance and nomination of the Board

The Board is responsible for overall governance of the Corporation. This includes developing the Corporation's approach to, and disclosure of, corporate governance practices and procedures, as well as the development of a set of corporate governance guidelines and principles specifically applicable to the Corporation. The HRCG Committee approves and recommends the nomination of directors to the Board, while ensuring a majority of directors have no direct or indirect material relationship with the Corporation and appropriate qualifications and criteria for the selection of Board members. The HRCG ensures independent and effective functioning of the Board and individual directors, and defining the roles of the Lead Director, the Chairman of the Board and the committee chairs. The Board approves the disclosure of material information, and promotes communication with our shareholders, the media and the general public.

3. Oversight of Sustainability and ESG

With respect to Corporation's goals, strategies and commitments related to sustainability and ESG, the Board through the HRCG Committee, oversees the Corporation's commitment to sustainability and ESG, including the oversight of monitoring climate risks and opportunities, human rights and human capital management and social impact, and inclusive culture. Through the HRCG Committee, the Board monitors the Corporation's management of its environmental impact, including the longer-term development of sustainable business practices and ESG priorities with management to ensure tangible metrics are put in place to reward management for executing on its ESG and sustainability program and strategy. The Board further oversees the development of ESG priorities with management through the review of the Corporation's health, safety and well-being policies and practices; the Corporation's inclusive culture policies and initiatives; and the Corporation's sustainability policies and practices. The Board also oversees the Corporation's strategy and reporting of environmental and social matters.

4. Talent and Human Resource Management and Compensation

The Board is responsible for making sure the Corporation is effectively managed. This includes appointing the President and CEO and Executive Leadership Team, evaluating their performance and approving their compensation. The Board, directly and through its HRCG Committee, is responsible for overseeing the existence of appropriate mechanisms regarding succession planning for the President, CEO and the senior management positions. It also includes making sure that a culture of integrity and inclusive culture is built into every level of the organization – from the directors on our Board to the people working at our retail locations around the world.

5. Risk Management, Capital Management and Internal Controls

The Board is responsible for identifying and assessing periodically the principal risks of the Corporation's business, including cyber security, and ensuring the implementation of appropriate systems to manage these risks. The Board is also responsible for, ensuring the integrity of our internal controls and financial reporting systems, and overseeing how financial and other material information is communicated to analysts and the public.

6. Communications

In conjunction with management, the Board is responsible for meeting with the Corporation's shareholders at the annual meeting and being available to respond to questions at that time. The Board also monitors investor relations programs and communications with analysts, the media and the public; as well as reviews, approves and oversees the implementation of the Corporation's disclosure policy.

7. Financial Reporting, Auditors and Transactions

The Board is responsible for reviewing and approving, as required, the Corporation's financial statements and related financial information, appointing (including terms and review of engagement), subject to approval of shareholders, and removing the Corporation's auditor, as well as reviewing and approving mergers and acquisition opportunities and financings.

Strategic planning and risk oversight

Two key matters for the Board are strategy and risk. In this regard, the Board oversees the planning, progress against, and achievement of the Corporation's strategic objectives, with time set aside at each quarterly meeting to discuss and monitor progress. Each year, the Board holds a special meeting to review and discuss with management the Corporation's annual and long-term strategic plans. These discussions include reviewing and analyzing the main risks facing the business, overall industry trends and developments, and important strategic opportunities.

In terms of risk, the Board is responsible for overseeing the material risks of our business, and for ensuring that management has effective risk management processes and mitigation strategies in place.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Management and the Board identify and prioritize risks in four categories using a systematic risk assessment process that considers probability, impact and mitigation:

strategic
financial
operational
compliance

The top risks are identified and mitigating actions are developed for each. Main risks identified during fiscal 2025 fall into the following areas: changes in customer behaviour, Information technology systems, legislative and regulatory requirements, recruitment and retention of employees and economic conditions.

Our internal auditor presents the results of the assessment to the Audit Committee and the Board for review and approval once a year and presents a quarterly update for discussion. The results guide management and the Board in the strategic planning and budgeting process. The management team takes ownership of the risks specific to their area and are responsible for developing and implementing the controls to manage and re-assess risk. Each major risk is also assessed at different times in the year in depth at the Board or Board Committee level.

In Camera sessions of independent Directors

To maintain independence from management, our Corporate Governance Guidelines provide that independent Board members meet at each quarterly and special Board meeting, without the presence of management and under the chairmanship of the Lead Director. Similarly, each committee of the Board holds separate sessions without management present under the chairmanship of its committee Chair at each quarterly and special committee meeting.

About our Board Committees

The Board has two committees that help it carry out its responsibilities.

Audit Committee
100% independent	Members:	2025 meetings:
100% financially literate	Eric Boyko (chair)	4 meetings – 100% attendance
	Marie-Josée Lamothe
	Monique F. Leroux
The Audit Committee helps the Board oversee:
• the integrity of the Corporation's financial reporting;
• the Corporation's compliance with the requirements established by law and regulation;
• the independence, competence and appointment of the external auditors;
• the performance of internal and external auditors;
• management's responsibilities with regard to internal controls;
• the risk management program, including cyber security risks; and
• oversight of environmental, social and governance financial reporting.
In fiscal 2025, the Audit Committee, in accordance with its mandate and work plan, accomplished the following:
Oversight of financial reporting	• recommended the annual and quarterly financial statements and related MD&A as well as press releases to the Board for approval;
• conducted a review of disclosure controls and procedures including internal controls over financial reporting;
Financial planning	• oversaw the Corporation's insurance program;
• oversaw the Corporation's strategic business plan;
• oversaw the Corporation's tax structure and strategy;
• oversaw investor relations activities;
• oversaw treasury activities, including the review of a Financial Risk and Treasury Policy;
• oversaw the Corporation's treasury capital allocation and capital structure strategy, and recommended to the Board the approval of an increase in the quarterly dividend, selective buy-back, US Commercial Paper Program upsize;
Financial risk management and disclosure controls	• oversaw risk management activities and results, and conducted a review of the key risks facing the Corporation;

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Audit Committee
Oversight of Internal Audit and internal controls	• conducted a review of the audit plan and monitored its quarterly and annual execution.
• conducted a semi-annual review of the enterprise risk management program;
Oversight of external auditors	• conducted an evaluation of the performance of the external auditors and recommended their reappointment;
• conducted a review of quarterly reports by the external auditors on the financial statements;
• conducted a review of the annual audit plan and the compensation of external auditors with respect to the annual audit;
Risk management, compliance, and cyber security	• conducted a review of the Audit Committee work plan for fiscal 2025-2026;
• received quarterly reports on the Corporation's material litigation;
• conducted a review of the Corporation's 2024 Annual Report;
• conducted a review of the Corporation's 2024 Annual Information Form;
• oversaw cyber security protocols, quarterly reporting of significant cyber risk and mitigation strategies implemented by management;
• conducted a review of the Corporation's Cybersecurity Incident Management Policy;
• received quarterly fuel sourcing reports;
Fraud oversight	• received quarterly financial whistleblowing reports;
Oversight of environmental, social and governance reporting	• assessed and oversaw the enhancement of environmental, social and governance reporting practices along well-recognized standard frameworks, in particular by considering the scope of, and review of disclosures based on recommendations from the IFRS Foundation as it relates to climate-reporting, governance, strategy, risk management, and metrics and targets;
• participated in a joint discussion with the HRCG Committee to review regulatory reporting and future regulatory requirements.

Human Resources and Corporate Governance Committee

100% independent	Members: Mélanie Kau (chair) Jean Bernier Janice L. Fields Louis Têtu	2025 meetings: 4 meetings – 100% attendance
The Human Resources and Corporate Governance Committee helps the Board fulfill its responsibilities related to: • human resources; • appointing directors and senior management; • succession planning; • sustainability strategy; • compensation; • safety and environmental processes and systems; • environmental, social and corporate governance; and • ethics.
In fiscal 2025, the HRCG Committee, in accordance with its mandate and work plan, accomplished the following:
Oversight of Human Resources and Corporate Governance controls	conducted a review of the HRCG Committee work plan for fiscal 2025-2026; conducted a review of the mandates of the Board and the Committees;
Human Resources matters	conducted a review of the fiscal 2025 performance measures and weightings for the incentive plans; conducted a review of the Executive compensation program; approved the annual incentive bonus payout; approved the TotalEnergies/mid-Europe integration incentive bonus; reviewed the Corporation's retirement plans; conducted a review of the Employee Share Purchase Plan; conducted a review of the Deferred Share Unit Plan; conducted a review of shareholding guidelines compliance; oversaw health and safety policies and practices;
Organizational and succession planning	conducted a review of Executive Leadership Team talent strategy and succession planning; considered and approved the appointment of Alex Miller to President and Chief Executive Officer; received quarterly reports from the Chief People Officer on organizational matters, employee engagement and employee turnover;
Composition and performance of the Board and Committees	conducted a review of the competencies, skills and personal qualities required for Board members; conducted a review of and recommended for approval to the Board of the director compensation for Board and committee services; conducted a Board and committee assessment; considered and recommended for approval Board nominations for fiscal 2025;
Director recruitment onboarding and education	continued to enhance the director education program by identifying education opportunities at or in between scheduled Board and committee meetings that provide in-depth reviews of strategic/operational risks and activities; conducted a review of Board and Committee succession plan; conducted a review of the Directors orientation plan and development program;
Regulatory and compliance	conducted a review of the annual Management Information Circular; received regular reports with respect to directors' share ownership guidelines; conducted a review of Canada's requirements under Fighting Against Forced Labour and Child Labour in the Supply Chains Act;

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Human Resources and Corporate Governance Committee

| Corporate governance matters | • conducted a review of the Delegation of Authority Policy;
• conducted a review of the Ethics Code of Conduct;
• conducted a review of corporate governance trends;
• conducted a review of the Board of Directors Charter; |
| --- | --- |
| Environmental and social responsibility matters and disclosures | • oversaw the Corporation's sustainability strategy, including sustainability workstreams;
• received reports with respect to measurable objectives on sustainability initiatives;
• reviewed and assessed certain social responsibility objectives and initiatives of the Corporation with respect to inclusive culture, including a review of the Policy regarding Diversity on the Board of Directors and in executive officer positions;
• reviewed and provided input to the Board on the management of current and emerging sustainability matters affecting the Corporation;
• conducted a review and provided input to the annual Sustainability Report;
• Participated in a joint discussion with the Audit Committee to review regulatory reporting and future regulatory requirements; |
| Ethics and Compliance | • reviewed quarterly whistleblowing reports. |

Ethical business behaviour and Ethics Code of Conduct

Respect is at the heart of all that we do – our culture of honesty and openness drives our success. We believe in doing what we say we will do, listening to others, and operating in a way that sustains the trust of our suppliers, partners, and customers. It has been a key factor in how we have been able to acquire so many companies, and welcome many of their people into the Alimentation Couche-Tard family. For us, honesty and trust are a common language that transcends our culture.

Respect for human rights is just as important to us. We show respect for all individuals and our workplaces are characterized by equality and inclusive culture, consistent with the relevant regulations where we do business. We do not accept any form of discrimination of our employees, customers or anyone involved in our activities, and expect our suppliers and partners to act according to ethical standards that are consistent with our values.

Ethics code of conduct

The Ethics Code reinforces the Corporation's commitment to maintaining high ethical standards in all of its operations and business practices worldwide. The Ethics Code covers important topics such as integrity, confidentiality, protecting our property and assets, conflicts of interest, fair treatment of clients, suppliers, competitors and employees, insider information and insider trading. It is truly meant to be a guide that help us all make the right decisions. It is available in a user-friendly and multilingual document. A copy of our Ethics Code is available on our website (corpo.couche-tard.com) and on SEDAR+ (sedarplus.ca).

In fiscal 2024, the Corporation conducted a Company-wide training program on the Ethics Code that reached over 100,000 employees, provided either in-person or through an online interactive platform. This is a mandatory training program that is provided every other year and was enhanced by several other training modules (either in-person or online) on specific topics such as principals of competition law, anti-harassment and privacy, among others.

The Ethics Code applies to everyone at the Corporation and its subsidiaries, and we expect required consultants, intermediaries, lobbyists and anyone who works on our behalf to comply with the Ethics Code. We ensure that everyone adheres to the Ethics Code by:

giving a copy of the Ethics Code (electronic or paper) to all employees when they are hired, and requiring their signature, including onboarding training;
annual certification of the Ethics Code, for our non-store employees;
requiring our store employees to review and acknowledge the Ethics Code every other year;
providing training for our employees every other year;
keeping copies of the acknowledgments in each person's employment file.

Everyone is responsible for raising known or suspected breaches of the Ethics Code immediately to the employee's supervisor, local Human Resources Department or local Legal Department. All reports are treated impartially and confidentially, to the extent possible and consistent with applicable federal and/or local law and the need to conduct a thorough investigation, and there will be no retaliation against anyone who makes a report in good faith.

The HRCG Committee not only reviews the Ethics Code regularly to ensure its relevance with the most current ethical concerns, but it also monitors compliance with the Ethics Code. It receives quarterly reports from the Chief of Legal Affairs and Corporate Secretary on complaints made through the ACT Hotline, including the number of complaints, their nature, and any sanctions imposed. For certain specific breaches, it also receives the results of investigations and the corrective actions taken.

Supplier code of conduct

In fiscal 2024, the Corporation launched the Supplier Code of Conduct allowing us to leverage existing practices across our multiple geographies by consolidating regional supplier-oriented requirements into a global document and aligning our expectations and requirements with all our suppliers, brokers and services providers contributing to our global and regional supply chains. The Supplier Code of Conduct was adopted by the Corporation's Board of Directors on November 28, 2023 and applies to all suppliers, vendors, service providers, agents, brokers and manufacturers who i) manufacture, supply and/or package goods and services for resale and/or goods and services not for resale; or ii) maintain a business relationship with the Corporation.

The Supplier Code of Conduct is derived from our determination to conduct business with honestly and integrity. As a result, we center our business relationships with those suppliers who share a commitment to the following fundamental principals:

compliance with applicable laws and legal requirements;
ethical business practices;
ethical employment standards; and
environment and sustainability.

Our Suppliers are encouraged to speak up and report any actual or suspected suspicious, unlawful or unethical behaviour, including any non-compliance or suspected non-compliance with applicable laws or industry standards, by phone or online through the ACT Hotline.

The HRCG Committee assists the Board in carrying out its responsibilities by dealing with matters relating to ESG, including oversight of any matters covered by the Supplier Code of Conduct. The HRCG Committee is briefed on ESG-related matters on a quarterly basis. A copy of our Supplier Code of Conduct is available on our website (corpo.couche-tard.com).

ACT Hotline

The ACT Hotline is a worldwide communication platform, fostering transparency and accountability and is available online at all times and in a multitude of linguistic options to employees and customers everywhere the Corporation operates. The ACT Hotline offers an anonymous reporting option where it is legal to do so, and provides tools ensuring transparency and timeliness in the treatment of submitted concerns.

You can find out more about our Ethics Code and the ACT Hotline at: https://corpo.couche-tard.com/en/our-company/leadership-governance/ethics-and-compliance/.

REPORTING A BREACH

Suspected breaches of the policy can be reported to an employee's supervisor, local Human Resources Departments or local Legal Departments or through the ACT Hotline at couchetard.ethicspoint.com

Whistleblower policy

In addition to monitoring compliance with the Ethics Code, the Board has adopted various policies and procedures which are updated on a regular basis to reflect recent development and best practices. The Whistleblower Policy and Procedures which covers accounting and auditing matters, corporate fraud, and internal accounting controls. This policy provides Couche-Tard's employees and external stakeholders with communications channels that will allow them to raise concerns in confidence, and anonymously if desired, without fear of reprisals or retaliation of any kind. All directors, officers and employees are required to understand this policy and comply with its terms.

The Audit Committee monitors compliance with the Whistleblower Policy. It receives quarterly reports from the Chief Financial Officer (the "CFO") on complaints made through the ACT Hotline, including the number of complaints, their nature, and any sanctions imposed. For certain specific breaches, it also receives the results of investigations and the corrective actions taken.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Insider trading policy

In addition to its strict disclosure practices, the Corporation has adopted an Insider Trading Policy which is designed to prevent improper trading in the Corporation's securities and the improper communication of privileged or material information with respect to the Corporation that has not been generally disclosed, including compliance with insider trading and tipping rules. Under the policy, which was last amended in fiscal 2023, those who normally have access to material information that has not been generally disclosed may only trade in the Corporation's securities within prescribed periods. The policy also provides processes for the pre-clearance of trades in the Corporation's securities and for reporting by the reporting insiders of the Corporation.

Anti-hedging policy

The Board believes that it is inappropriate for directors and executive officers to hedge or monetize transactions to lock in the value of holdings in the securities of the Corporation (be it shares, DSUs or other forms of securities granted by the Corporation to Directors or executive officers). Such transactions, while allowing the holder to own the Corporation's securities without the full risks and rewards of ownership, potentially separate the holder's interests from those of other stakeholders and, particularly from the Corporation's shareholders.

In the Corporation's Corporate Governance Guidelines the Board adopted an anti-hedging policy in fiscal 2021. As such, unless otherwise previously expressly approved by the Board, no director or executive officer may, at any time, purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Corporation's securities and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Corporation.

Shareholder engagement and transparency

Continuous disclosure and disclosure practices

The Corporation is committed to providing material information to shareholders and the public in a timely, accurate and balanced way. The Corporation believes that through its annual and ad hoc disclosure documents, including, among others, this Circular, the Corporation's financial statements and accompanying management's discussion and analysis, annual information form, annual report, quarterly interim reports and conference calls, periodic press releases, as well as the Corporation's website and sustainability report, it effectively communicates its commitment to not only meet but exceed governance standards, be they imposed by legislation or encouraged as best practices. The Corporation is committed to providing timely, accurate, and balanced disclosure of material information consistent with legal and regulatory requirements.

> DISCLOSURE PRACTICES
> We expect all employees, including all executive officers, to exercise the highest standard of care in preparing business and financial information, whether for internal or external use.

Besides the affirmation of this commitment in our Ethics Code, which also contains a no comment policy, the Corporation has adopted a Public Disclosure Policy to provide guidelines with respect to the dissemination and disclosure of information to the investment community and Shareholders. The objectives of the Public Disclosure Policy seek to ensure that communications are timely, accurate and broadly disseminated in accordance with applicable legislation, and sound disclosure practices which maintain the confidence of the investment community, including investors, in the integrity of the Corporation's information.

Furthermore, the Corporation has mandated a Disclosure Committee with the responsibility to set out procedures and controls for making sure our disclosure is accurate, complete and in accordance with all applicable statutory and regulatory requirements. The Disclosure Committee is composed of the CEO, the CFO, the General Counsel, the Controller and the Vice-President of Investor Relations. Dissemination to the public of material information, both financial and non-financial, which was previously undisclosed, must be reviewed and approved in advance by the Disclosure Committee.

Communications and engagement with shareholders

Reaching out to stakeholders and listening to their opinion is an important value of the Corporation and is crucial in understanding our investors' concerns and sentiment. The Corporation engages with shareholders through a variety of channels, including the Corporation's website at https://corpo.couche-tard.com/en/investors/, quarterly conference calls and periodic investor day meetings or similar events.

The Corporation holds investor days or similar events (breakfasts, site visits, virtual conferences, presentations by the Corporation's senior officers, quarterly earnings and acquisition-specific calls and other meetings, etc.) on a periodic basis at which management can exchange with analysts, shareholders and other stakeholders of the Corporation. During these meetings, management provides an update to analysts, shareholders and other stakeholders on the Corporation's operations, performance and outlook while making sure to respect its disclosure obligations and avoid any selective disclosure. These meetings also provide analysts, shareholders and stakeholders with the opportunity to raise questions and concerns to Management regarding the Corporation's business and affairs. In fiscal 2025, we met one-on-one with several of our major shareholders, which allowed us to provide context about the Corporation, how we're governed, and the decisions the Board and management make.

Feedback from shareholders comes from one-on-one or group meetings, in addition to regular interactions on specific questions between the Corporation's investor relations department and shareholders. Investor relations conferences, and results conference calls are broadcasted live through the website of the Corporation and materials from results, conference calls as well as a transcript of the call are archived and available on the website of the Corporation at https://corpo.couche-tard.com/en/investors/.

How to contact the Board

You can communicate directly with the Board by writing to:

Alimentation Couche-Tard Inc. c/o Executive Chairman 4204 Industriel Blvd. Laval, Québec H7L 0E3

Please mark your envelope private and confidential.

Say on Pay

The Corporation has adopted a Say on Pay policy, the purpose of which is to provide appropriate Director accountability to the shareholders for the Board's compensation decisions, by giving shareholders a formal opportunity on an annual basis to provide their views on the disclosed objectives of the executive compensation plans of the Corporation and on the plans themselves. The HRCG Committee carefully considers shareholder feedback on the Corporation's executive compensation programs, and works to continue the design and implementation of compensation programs that promote the creation of shareholder value and further our executive compensation philosophy in a challenging economic environment.

As this is an advisory vote, the results are not binding upon the Board; however, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures, and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters. The Corporation discloses the results of the shareholder non-binding advisory vote as part of its report on voting results and related press release to be posted on SEDAR+ at www.sedarplus.ca. The Board discloses to shareholders, no later than in the management information circular for its next annual meeting, the changes to the compensation plans made or to be made (or why no such changes were made) by the Board as a result of its engagement with shareholders. In the event that a significant number of shareholders oppose the resolution, the Board will consult with its shareholders, particularly those who are known to have voted against it, in order to understand their concerns and will review the Corporation's approach to compensation in the context of those concerns. Shareholders who have voted against the resolution will be encouraged to contact the Board to discuss their specific concerns.

At the 2024 annual meeting of shareholders held on September 5, 2024, the non-binding advisory vote on executive compensation received shareholder support with 92.16% of affirmative votes. The Board and the HRCG Committee greatly value the shareholder feedback on executive compensation and, work to continue the design and implementation of compensation programs that promote the creation of shareholder value and align the interests of executive officers with those of shareholders.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Human capital management

Oversight of human capital management

The HRCG Committee has oversight responsibility to review the Corporation's health, safety and well-being, development, inclusive culture practices and initiatives and to review the succession plans relating to the positions of CEO and some other executive offices. To this end, the HRCG Committee receives regular reports from the Chief People Officer ("CPO") on topics such as development, inclusive culture programs and initiatives, talent management and succession planning process, health and safety and well-being programs, as well as any employee engagement activities.

As a testament to this commitment, the Corporation received the 2025 Gallup Exceptional Workplace Award, which recognizes the world's most engaged workplace cultures. It is the fourth year in a row that the Corporation has received this award.

Leadership development and succession

We encourage growth at all levels of our organization – from our convenience store team members to the Board – and believe that being able to draw on a wide range of viewpoints, backgrounds, skills and experience is critical to our success, particularly in an increasingly complex global marketplace.

Having an employee base that reflects the communities we serve is also a competitive advantage, because it helps us understand and serve our customer base more effectively. Inclusion is also an important part of good governance and key to a well-functioning Board and an effective executive management team. Women in Governance Canada has once again awarded us Silver level certification for our efforts in gender equality, marking our second consecutive year at this ranking.

Our employee-led Business Resource Groups ("BRGs") that are open to all team members play an important role in making our workplace feel safe, welcoming, and connected. By bringing people together through events, networking opportunities, and the celebration of both individual and collective contributions, BRGs create meaningful connections and help foster a culture rooted in mutual respect and continuous learning. Members of the leadership team serve as Executive Sponsors, offering strategic guidance, thought leadership, and support.

An Inclusive Workplace

The Corporation recognizes and embraces the benefits of having a balanced Board and executive team and sees this as a competitive advantage. To the effect, the Corporation has adopted a diversity policy for the Executive Leadership Team setting forth guidelines for promoting balance and inclusion throughout the organization. While all director and executive appointments are based on merit, the Board expects that when selecting candidates, a wide range of criteria are considered, to ensure that these bodies, as a whole, have a variation of skills, experience and backgrounds of its members (including those with differences in age, disability, gender, sexual orientation, marital or Civil partnership status, race (including ethnic origin, nationality or color), religious, political or other beliefs, regional and geographic background). You can read more specifically about Board diversity on page 42.

We have a large global workforce that spans many cultures, backgrounds and languages. We have several initiatives and policies that promote an inclusive and respectful workforce, including:

cross-cultural training;
accommodating religious attire according to local practice;
improving our compliance with the Americans with Disabilities Act standards;
an ageless workplace strategy that is relevant to at least four generations.

AN EQUAL OPPORTUNITY EMPLOYER

We support the spirit and intent of human rights and anti-discrimination laws, and promote a culture of acceptance and respect, regardless of race, color, gender, sexual orientation, marital status, religion, political affiliation, nationality, ethnic background, social origin, age or disability or any other legally protected characteristic.

You can read more in our Ethics Code, which you can find on our website.

We are committed to developing our people, so our leadership team is a clearer reflection of our customer and employee base. We try to promote from within and recognize that we can only reach our leadership goals if we are committed to development and broad candidate pools in the merit-based hiring process at all levels of the organization.

We recognize autonomy, acknowledge empowerment and emphasize leadership and the opportunities to grow with the Corporation. We strongly encourage our teams to stand out and become leaders, because we believe that our strength lies in the growth and development of our employees.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Women in leadership

In fiscal 2025, six of the eighteen 18 people (33%) on our executive leadership team were women. Today we have a total workforce of 56% women which gives us a healthy pipeline to develop women in leadership roles. Female representation of directors and up increased to 34.6%. We are focused on providing equal opportunities for all by investing in internal talent development. We continue to collaborate with our human resources leaders globally to strengthen our talent pipeline. We will continue to monitor our progress and uphold our ambition to rank among the top 10% employers for providing equal opportunities by the Gallup benchmark data.

In fiscal 2025, we won the corporate empowerment award by Convenience Store News at the Top Women in Convenience gala and we continue to celebrate our many Top Women in Convenience through the Couche-Tard's Women's Council.

| WOMEN IN EXECUTIVE AND MANAGERIAL ROLES
(as of April 27, 2025) | |
| --- | --- |
| | Women |
| Executives | 33% |
| Vice Presidents | 28% |
| Heads of/Directors | 36% |
| Regional Director of Operations | 32% |
| Sr. Managers/Managers | 44% |
| Market managers | 48% |
| Store managers | 71% |

The Women's Council is part of Couche-Tard's Board's commitment to provide a fair workplace to all employees and to take measurable actions promoting a workplace where a broad spectrum of perspectives and experiences are welcomed and respected. The Women's Council's work includes supporting the creation of a mentoring program for all non-store employees and creating career development workshops in the Corporation's global offices and stores.

Succession planning

The Board recognizes that effective succession planning for the President and CEO and executive management ensures continuity of executive management. The HRCG Committee is responsible for making sure we have executive succession planning and performance evaluation programs and processes (including development and career planning), and that these are operating effectively. The HRCG Committee also oversees planning when a change to the organization's structure has an impact on executive roles. Working with the President and CEO as well as the CPO, the HRCG Committee reviews our company-wide succession planning process once a year. The talent and succession process starts at the business unit level with local vice-presidents and local human resources directors' review of talent and succession candidates, including nominating candidates for vice-president and functional leadership roles. After rounds of regional coordination, the executive leadership team performs a company-wide review led by the CPO. The results from the Corporation wide review, the President and CEO and CPO's considerations for senior executive succession are presented to the HRCG Committee annually. The HRCG Committee is responsible for the President and CEO succession review, and choice of President and CEO succession candidates. The development of the President and CEO succession candidates occurs in collaboration with the CPO and the HRCG Committee reviews such process on a semi-annual basis.

The HRCG Committee has a contingency plan to ensure an orderly process in the event something unexpected happens to a member of the executive management team.

Health, safety and well-being

Our worldwide community of people are at the heart of our business. It is their commitment, safety, motivation and talent that have made us a successful convenience store operator. We care about our people and take their safety and well-being very seriously. We continuously work to improve our policies, programs and tools to ensure all our employees and customers feel safe, secure, included, engaged and respected. As part of our sustainability journey, workplace safety is foundational to our commercial strategy. We work to equip ourselves with better tools to reduce workplace safety incidents. Across our organization, we've also strengthened many of our training programs so that employees are better able to recognize and prevent safety risks.

Environment, Social and Governance (ESG) focus, oversight and reporting

Since 2019, we have been on a sustainability journey towards providing greater transparency and engagement on our efforts and our desire to contribute to a cleaner and safer future while creating value for all our stakeholders. In 2020, we created a more defined framework and strengthened how we incorporate sustainability in our way of thinking and decision-making, making it now a lens to our business and pushing forward our commitment to actionable results based on stakeholder perspectives, conversations with investors and interviews with business leaders. In fiscal 2021, we launched our new Sustainability Framework, guided by the three core pillars of "Planet", "People" and "Prosperity", which puts even greater focus on including our stakeholders. Our identified stakeholders are customers, employees, suppliers, NGOs, communities and governments, as well as investors. As a convenience and mobility retailer, we acknowledge our role and the opportunity to contribute to a more sustainable future.

OUR SUSTAINABILITY REPORT

You can read more about our key areas of focus, why they're important, and our progress this year in our 2025 Sustainability Report, which is available on our website.

Last year, as part of our sustainability journey, we revised our goals to align with a clear ambition to reduce our own emissions as well as to support our customers in moving toward a lower carbon emissions environment.

In 2025, we are proud to be recognized for the third time with an AA rating by MSCI ESG, a company leading its industry in managing the most significant environmental, social and corporate governance ("ESG") risks and opportunities.

Board oversight of ESG

Our sustainability work is headed by our Board, which oversees goals, programs, risks, performance, and reporting. Our CPO and leader of the Corporation's sustainability efforts, is responsible for the sustainability strategy, initiatives and assessing performance and works with the Sustainability Core team to implement the sustainability strategy. The Board Charter confirms its oversight of ESG, specifically to: review, approve and monitor the Corporation's goals, strategies and commitments related to sustainability and ESG, including climate risks and opportunities, human rights and human capital management, community and social impact, inclusion.

ESG Reporting

The Corporation uses recognized frameworks to communicate ESG performance to stakeholders. These frameworks also support the Corporation's constant efforts to evaluate, monitor and improve its ESG strategies. For example, the Corporation prepares its annual Sustainability Report in accordance with the Global Reporting Initiative ("GRI") Sustainability Standards and the Sustainability Accounting Standards Board ("SASB"). An index of our alignment with the GRI and SASB Standards is available at: corpo.couche-tard.com/en/sustainability.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Compensation Discussion and Analysis

Letter from the Chair of the Human Resources and Corporate Governance Committee

Dear shareholders,

On behalf of the HRCG Committee and the Board, we are pleased to share with you Alimentation Couche-Tard's fiscal 2025 Compensation Discussion and Analysis. We remain dedicated to transparent and well-structured practices for executive compensation, as this aligns with the expectations of our stakeholders, shareholders and employees. Our thoughtful approach to compensation always aims to attract, motivate, and retain the highest caliber of talent in order to drive sustainable growth and enhance shareholder value.

This is my last year as Chair of the HRCG Committee. I leave this role knowing that the Corporation will continue to transform itself as constant improvement is one of the impressive hallmarks of Alimentation Couche-Tard's business approach. It has been my privilege to be a part of this incredible story and to serve the shareholders of this inspiring company.

Alimentation Couche-Tard's performance in fiscal 2025

This fiscal year marked the 45th anniversary of the opening of the Corporation's first store. Few companies, large or small, achieve such longevity and success. We attribute this to our culture of prioritizing both employees and customers – a practice initiated by Alain Bouchard with the opening of the Corporation's first store in Laval, Canada, and one that continues to guide the Corporation across its global network today.

In a year marked by global and economic uncertainty, we achieved notable milestones: enhanced beverage selection, improved Fresh food, fast program, strong fuel business performance in both volumes and margins, solid B2B results in Europe, and growth in the United States. We lead e-mobility in Europe with new sustainable EV-charging stations. Strategically, we've expanded Circle K in mid-European countries and expanded our U.S. network with the acquisition of GetGo. Our organic growth is on track with the goal of opening 500 new stores in five years. While the retail sector remains challenged by cautious consumer spending, the Corporation remains focused on winning customers by offering value, ease, and fast, friendly service.

Impact of performance on fiscal 2025 pay outcomes

In fiscal 2025, the NEO's short-term incentives were, as in previous years, 75% based upon the achievement of a company-wide financial target (net income), and 25% based upon the achievement of individual KRAs. Net earnings of US $2.6 billion resulted in the achievement of 85.59% of the company-wide financial target. Since our short-term incentive program provides a sliding scale for our company-wide financial target from zero to 250%, less than 90% achievement translated to no payout of the company-wide financial component.

With respect to the individual component, the NEOs were each assigned four key result areas. The attainment of the individual component averaged 67.33% for the NEOs. This achievement level was lower than historical performance consistent with the overall financial achievement of the company and reflective of the company's performance based compensation model. Several of our executives have KRAs that include elements relating to our ESG ambitions.

CEO Transition

This year is the first in which Alex Miller has served as our President and CEO, and the transition has been smooth. Mr. Miller has gathered a group of executive leaders who are prepared to address the challenges of the current economic landscape. The executive team is providing strategic direction and leadership to implement our 10 For the Win strategy while maintaining our values and culture. As evidence of this, we have been recognized as a Gallup Exceptional Workplace for the fourth consecutive time. We are one of a few companies of our size to receive this award, reflecting the capabilities of our leadership and the engagement of our team members.

Building on the year-over-year success of the annual Gallup employee engagement survey (myVOICE), we are proud to report that our engagement remains strong in the myVOICE employee engagement, remaining at 4.3 in 2025 on a 5-point scale. This brings the Corporation to the 92nd percentile in Gallup's very competitive company database, where the Corporation enjoys a top quartile position for employee engagement.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The Corporation's continuous efforts to cultivate a company culture that favors this engagement was rewarded once again this year with the 2024 Gallup Exceptional Workplace Award, another recognition of the sustained efforts being made.

As the Corporation continues this next leg of its strategic journey, we believe our executive compensation programs continue to strike the right balance between rewarding short-term and long-term performance appropriately, while ensuring competitive compensation in relation to outside benchmarks and shareholder interests and expectations.

We encourage our shareholders to review the information provided with regards to compensation program, including the components of executive pay and the individual awards for each executive officer described in the following sections of this Circular.

We respectfully ask you to cast your vote in favor of our annual Say-on-Pay proposal in the hope that you agree that our compensation proposals link executive pay to corporate performance and align these programs with the interests of our shareholders.

Sincerely,

(s) Mélanie Kau

Mélanie Kau

Chair of the Human Resources and Corporate Governance Committee

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

2025 Performance

Despite numerous challenges in the latter half of fiscal 2025, including persistent economic conditions challenges, the Corporation demonstrated resilient operational and financial performance. Management maintained a strong focus on cost discipline and continued to execute on the various organic and inorganic initiatives of its multi-year strategic plan. This included the strategic acquisition of GetGo, which will add approximately 270 stores to our U.S. network this calendar year.

Net earnings attributable to shareholders of the Corporation stood at US $2.6 billion for fiscal 2025, compared with US $2.7 billion for fiscal 2024, a decrease of US $149.3 million, driven by the impact of our strategic investments on operating expenses and depreciation, by softness in traffic and fuel demand, as well as by the impact of the higher debt level to finance our recent acquisitions, partly offset by higher road transportation fuel gross margin¹ and the contribution from acquisitions. Diluted net earnings per share stood at US $2.71, compared with US $2.82 for the previous year.

(52-week period)	2025	2024
Net earnings attributable to shareholders of the Corporation ($US millions)	$2,580.4	$2,729.7
Merchandise and service revenues growth	+4.7%	+1.5%
Merchandise and service gross profit growth(1)	+4.7%	+2.8%
Road transportation fuel revenues growth (decline)	+5.6%	(4.5)%
Road transportation fuel gross profit growth (decline)(1)	+10.3%	(2.3)%
Return on capital employed(1,2)	12.2%	13.2%

(1) For additional information on the performance measures not defined by IFRS® Accounting Standards, please refer to Appendix E - Non-IFRS Accounting Standards Measures.
(2) The information as at April 28, 2024 has been adjusted based on our final estimates of the fair value of assets acquired and liabilities assumed for the acquisition of convenience retail and fuel sites operating under the MAPCO brand, and for the acquisition of certain European retail assets from TotalEnergies SE.

For more information about Couche-Tard's performance, we invite you to review the Corporation's annual audited consolidated financial statements and MD&A for the year ended April 27, 2025 and which are available on the Corporation's website at www.corpo.couche-tard.com and on SEDAR+ at www.sedarplus.ca.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Our 2025 Named Executive Officers

Below is a description of each of the individuals who form our current named executive officer team, which includes our Founder and Executive Chairman, our President and Chief Executive Officer, our Chief Financial Officer, our Executive Vice President, North American Operations and Global Commercial Optimization, and our Chief Technology Officer (the "Named Executive Officers" or "NEOs"). Detailed information regarding the compensation awarded to our Named Executive Officers is found in the section titled Key Compensation Tables in the summary compensation table.

Alain Bouchard, O.C., O.Q.

Founder and Executive Chairman

Meets equity ownership requirement

Mr. Bouchard lives in Québec, Canada and speaks French and English.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Alex Miller

President and Chief Executive Officer
Meets equity ownership requirement

Alex Miller was named President and CEO in September 2024, after serving as Chief Operating Officer since January 2023.

Mr. Miller holds a BS in Business Management from Southern Illinois University.

Mr. Miller lives in South Carolina, United States and speaks English.

Filipe Da Silva

Chief Financial Officer
Does not meet equity ownership requirement(1)

Filipe Da Silva joined Alimentation Couche-Tard as Senior Vice President, Finance in March 2023, and was appointed Chief Financial Officer on July 1, 2023. Prior to joining Couche-Tard, Mr. Da Silva held the position of Chief Financial Officer and Head of Real Estate at Walmart Canada, from April 2020 to March 2023 and CFO of Central America from April 2016 to January 2021.

Previously, Mr. Da Silva held various management positions within TotalEnergies, a French energy conglomerate, in Argentina, followed by Carrefour, a French multinational retail and wholesaling corporation, working out of Buenos Aires, Colombia, India and Indonesia. He later joined Groupe Exito, one of South America's largest retailers before joining Walmart in 2016 as CFO for Central America operations.

Mr. Da Silva is Chairman of the Circle K AS Board of Directors, the European division operating Statoil Fuel & Retail ASA, the retail gasoline filling stations.

Mr. Da Silva holds a Masters in Strategy and Finance from ESCP Business School.

Mr. Da Silva lives in Ontario, Canada and speaks French, English, Spanish and Portuguese.

(1) Mr. Da Silva has until July 2028 to meet his equity ownership requirement.

Alimentation Couche-Tard Inc. · 2025 Management Information Circular

Louise Warner

Executive Vice President, North American Operations and Global Commercial Optimization

Meets equity ownership requirement

Louise Warner was named Executive Vice President, North American Operations and Global Commercial Optimization in September 2024 after serving as Senior Vice President, Global Fuels since joining Alimentation Couche-Tard in January 2021. Prior to Couche-Tard, Ms. Warner was a member of the Caltex Australia (now Ampol) Executive team from 2016 to 2020 and held the positions of Chief Commercial Officer, and previously Executive General Manager of Fuels & Infrastructure. In her 21- year tenure with Caltex Australia, she held a variety of operational, project and commercial roles, and was responsible for Australian and international operations in Singapore, New Zealand and the Philippines.

Ms. Warner holds a Bachelor's degree in Chemical Engineering from the University of New South Wales in Sydney, Australia.

Ms. Warner lives in North Carolina, United States and speaks English.

Ed Dzadovsky

Chief Technology Officer

Meets equity ownership requirement

Ed Dzadovsky was appointed Chief Technology Officer in April 2022. Previously, Mr. Dzadovsky served as Vice President of North America IT since January 2018. He has close to 20 years of experience in information technology. Mr. Dzadovsky began his career with McDonald's Pittsburgh region in 2000 as a crew member. After working 10 years in store operations, he moved to McDonald's Chicago headquarters in 2011 as the Operations Restaurant Technology Senior Director. With a passion for people, he quickly became known for developing high performing teams of operations and technology experts. Mr. Dzadovsky held various leadership positions in the Information Technology organization, including Senior Director IT Delivery Global Digital Products, where he led McDonald's digital transformation through innovative technology features.

Mr. Dzadovsky is an alum of the University of Pittsburgh where he earned a degree in Computer Science.

Mr. Dzadovsky lives in Arizona, United States and speaks English.

Alimentation Couche-Tard Inc. · 2025 Management Information Circular

Executive 2025 Compensation at a Glance and Performance

Our compensation program is designed to drive short and long-term business performance and appreciation in our share price, which creates value for our shareholders. The compensation policies for executives are intended to adequately compensate their services while establishing a correlation between their compensation and the Corporation's financial performance.

The table below is a summary of total direct compensation (base salary, short-term incentive and long-term incentives) granted to our NEOs for 2025 performance. You can read about each compensation component in more detail beginning on page 64.

	Salary(1)	Annual incentive	Long-term incentives		Fiscal 2025 total direct compensation	% at risk for fiscal 2025(6)	% at risk for fiscal 2024(7)
			Share units(2)(3)(4)	Stock options(5)
Alain BouchardFounder and Executive Chairman	$1,470,060	165,382	$2,814,600	$3,101,820	$7,551,862	67%	68%
Alex Miller(8)President and Chief Executive Officer	$1,436,310	$222,935	$6,163,555	$1,555,813	$9,378,613	62%	56%
Brian Hannasch(9)Former President and Chief Executive	$929,321	$135,089	$8,471,992	$2,589,018	$12,125,420	68%	64%
Filipe Da SilvaChief Financial Officer	$741,347	115,372	$1,587,095	$412,486	$2,856,300	55%	75%
Louise WarnerEVP North America Operations & GlobalCommercial Optimization	$733,641	63,277	$1,186,047	$203,892	$2,186,857	47%	—
Ed DzadovskyChief Technology Officer	$681,339	94,536	$687,767	$170,773	$1,634,415	44%	—

(1) Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner are paid in U.S. dollars. Their compensation has been converted into Canadian dollars using the annual average exchange rate of 1.3937 for fiscal 2025.
(2) Amounts include the fair value of the Matching DSUs on the grant date, calculated using the weighted average price of the Shares on the TSX for the five days prior to the grant. Mr. Miller elected to receive a portion of his fiscal 2025 bonus in DSUs with the Corporation matching up to 25%.
(3) Share units are composed at 65% of PSUs and at 35% of either RSUs or DSUs at the election of each NEO. PSUs are performance based (see page 65 for details about the NEOs' long-term incentives).
(4) Share units are awarded based on the weighted average trading price of the Shares on the TSX for the five days immediately preceding the grant date.
(5) Amounts represent the fair value of the stock option awards on the grant date, calculated using the Black-Scholes model.
(6) The at-risk compensation is composed of the annual incentive, stock options, PSUs, RSUs and Matching DSUs (as such terms are defined at page 67).
(7) In fiscal 2024, Mr. Da Silva received a grant of 11,723 stock options on September 18, 2023, which was inadvertently omitted from the 2023 Management Information Circular. We have recalculated the % at risk for fiscal 2024 to include the value of this grant.
(8) Mr. Miller was appointed President and Chief Executive Officer on September 6, 2024.
(9) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026.

Alimentation Couche-Tard Inc. · 2025 Management Information Circular

Share performance and executive pay

Our shares have performed well over the past several years, outperforming the market and delivering strong returns to shareholders. The graph below compares the cumulative total shareholder return of $100 invested in our Common Shares, formerly Class A Shares and Class B Shares (that ceased trading on December 7, 2021) since fiscal 2020, with the cumulative total shareholder return of the S&P/TSX Composite Index over the same period and assumes reinvestment of dividends.

	April 2020	April 2021	April 2022	April 2023	April 2024	April 2025
Common Shares^{(1)}	—	—	$140.20	$167.33	$192.53	$179.71
Multiple Voting Shares^{(1)}	$100.00	$103.52	$140.20	—	—	—
Subordinate Voting Shares^{(2)}	$100.00	$104.11	—	—	—	—
S&P/TSX Composite Index	$100.00	$132.47	$146.92	$143.11	$152.35	$171.36

(1) Multiple Voting Shares ceased to trade on the TSX effective September 1, 2022 and Common Shares commenced trading on the TSX effective September 1, 2022 as part of the Conversion Event.
(2) Subordinate Voting Shares ceased to trade on the TSX effective December 7, 2021.

Cost of management

The graph below shows Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA")¹ and total direct compensation granted to our NEOs over the past five years as a percentage of EBITDA¹ to show the cost of management over the same period. Our cost of management has averaged less than 1% of EBITDA¹ over the five-year period.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

	Fiscal 2021	Fiscal 2022	Fiscal 2023	Fiscal 2024	Fiscal 2025
EBITDA(1) (USD$ millions)	$5,061	$5,244	$5,762	$5,596	$5,940
Total direct compensation granted to NEOs (in USD)	$18,641,935 (2)	$19,688,683	$29,850,576	$22,878,456	$17,212,131 (3)
Total direct compensation as a % of EBITDA(3)	0.4%	0.4%	0.5%	0.4%	0.3%

(1) For additional information on performance measures not defined by IFRS Accounting Standards, please refer to Appendix E - Non-IFRS Accounting Standards Measures.
(2) For the fiscal year ended April 25, 2021, this amount represents actual compensation paid to the NEOs after COVID-19 related reductions.
(3) Fiscal 2025 includes CEO salary pro-rated for the portion of the year Messrs. Miller and Hannasch occupied this position, respectively.

Total direct compensation includes base salary, the short-term incentive, any special bonus awarded during the fiscal year, and long-term incentives (see page 65 for details about the NEOs' long-term incentives). As our financial results are reported in USD, the above values are all expressed in USD. Compensation granted to Messrs. Bouchard and Da Silva has been converted into USD using the average exchange rates for each fiscal year: 0.7175 (2025), 0.7406 (2024), 0.7526 (2023), 0.7978 (2022), 0.7630 (2021).

Trend in Compensation

The following graph illustrates the relationship between the aggregate total direct compensation paid to all NEOs relative to the Corporation's cumulative total shareholder return of $100 invested in our Common Shares, formerly Class A Shares and Class B Shares (that ceased trading on December 7, 2021) since fiscal 2020. It should be noted that this graph does not illustrate the compensation earned by our current NEOs between years 2020 and 2025, but rather the compensation awarded to the named executive officers mentioned in each of the Corporation's management proxy circulars of years 2020 to 2025. Additionally, in fiscal 2025, total direct compensation reflects CEO salary pro-rated for the portion of the year Messrs. Miller and Hannasch occupied this position, respectively. All other elements of compensation reflects only that of Mr. Miller.

Multiple Voting Shares ceased to trade on the TSX effective September 1, 2022, Common Shares commenced trading on the TSX effective September 1, 2022 as part of the Conversion Event, and Subordinate Voting Shares ceased to trade on the TSX effective December 7, 2021.

The trend demonstrates a notable increase in total shareholder return, with a compound annual growth rate of over $10\%$ in the value of our Shares since 2020. Fiscal 2023 marks the achievement of the Double Again strategic plan and subsequent payment of a special bonus to the Fiscal 2023 NEOs Messrs Hannasch, Tessier, Miller and Lewis. As a consequence of the Corporation's evolution and continuous growth, we continue to annually review and update the compensation plans offered to NEOs in order to continue supporting a pay-for-performance philosophy and increasing alignment of executive compensation with shareholder interests.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Executive Compensation Program

Philosophy

The Corporation's compensation program is designed to attract, retain and incentivize executives to achieve performance objectives aligned with the Corporation's vision, entrepreneurial culture and strategic orientation consistent with shareholders' value creation. It also allows the Corporation to reward those executives that deliver superior financial performance.

We remain a growth-oriented company and our compensation programs are designed to reward achievement of such growth.

Four elements of our compensation strategy

Be competitive

We have designed our compensation program to recruit, develop and retain talented executives. We have a formal, independent review process every two years to ensure executive compensation is benchmarked consistently and adjustments may be made at the conclusion of the benchmarking process.

Pay for performance

A significant proportion of our executive compensation is tied to variable, performance-based programs. We set challenging targets and objectives that drive our annual business plan and our strategy. These targets and objectives motivate the executives to work hard and foster teamwork to deliver strong results and be rewarded accordingly. We assess corporate and individual performance in our compensation decision-making. We include at-risk pay to motivate the executive team to execute the business plan, in line with our strategy and values, and to create value for our shareholders over time without taking excessive risk.

Align with shareholder interests

Our philosophy and approach to executive compensation is structured to align the focus and strategic managerial decisions of our executive teams with the interests of shareholders. We see Alimentation Couche-Tard as a long-term growth investment and link a material portion of our executive compensation directly to the performance of our shares. We also consider the realizable value of stock option grants the NEOs have received in prior years as part of our formal review of salaries and target variable compensation every year. This approach has delivered positive outcomes when viewed over a multiple year time horizon. We further reinforce our alignment with shareholder interests by enabling our executive leadership team and VPs to elect to receive a portion up to 50% of their short-term incentive in DSUs (instead of cash).

Our compensation strategy

BE COMPETITIVE

We have designed our compensation program to recruit, develop and retain talented executives

PAY FOR PERFORMANCE

We reward executives for exceptional performance in achieving pre-determined and quantifiable objectives

ALIGN WITH SHAREHOLDER INTERESTS

Our compensation program emphasizes value creation, establishing a direct link between executive and shareholder interests

LINK TO STRATEGY

Compensation supports the achievement of our corporate strategy

Link to strategy

A key variable in our ability to deliver results rests in our expertise and strength in integrating acquisitions. The number and scope of our acquisitions provide us with a unique opportunity to tie additional variable performance-based compensation elements to successfully execute acquisition plans. The Company also recognizes that profitability growth must also come from improvement in our existing store network and not be solely reliant on acquisitions. Consequently, part of our executive compensation strategy includes variable compensation elements that are specifically tied to profitability independent from acquisition activity.

Fiscal 2025 tied executive compensation to a new set of key result areas ("KRAs") stemming from our new consumer centric strategic plan, which will aim to deliver exceptional value across our cost base as we strive to be the most trusted brand in convenience and mobility.

Compensation positioning

To accomplish its goals of attracting, retaining and incentivizing executives to achieve performance objectives aligned with the Corporation's vision and strategic orientation, we use a compensation peer group made up of companies we compete with for executive talent and position our total target compensation for executives. Please refer to the section entitled Benchmarking on page 70 for a description of the peer group. More specifically:

base salary is generally thoroughly reviewed on a periodic basis and is typically set within a competitive range of the median of the peer group, reflecting experience, individual contribution and performance, scope of the role and responsibilities, the need

to attract new executives and other specific circumstances. The base salary may also be reviewed annually and aligned with the relevant regional salary increases;

while short-term incentive plan targets are aligned with the median of the peer group, actual payment may exceed market median when results surpass objectives or may fall below median (possibly zero) when results are below expectations;
grants of share units and stock options promote retention and are aligned with long-term performance objectives;
grants of DSUs ensure good long-term alignment with shareholders; and
savings plans, benefits and other perquisites are aligned with regional practices in the countries where the Corporation operates.

General description of the 2025 compensation elements

Executive compensation includes direct compensation (base salary, short-term incentive and long-term incentives), and indirect compensation (pension retirement plans and other benefits).

Direct compensation

Salary

Base salaries are fixed pay and based on the individual's competencies, experience and performance as well as internal compensation guidelines. Base salaries are reviewed annually and usually adjusted in July. Changes are made to adjust for inflation or to adjust positioning of salaries in relation to the median of the market and remain competitive.

Short-term incentive

The short-term incentive is an annual cash bonus based on the achievement of several factors, including corporate performance using a key financial measure as a common global KRA measure, and individual performance based on the achievement of individual KRAs that are approved by the HRCG Committee. KRAs are predetermined and set annually and are tied to strategic objectives that are connected to the execution of our business plan.

Corporate performance – key financial measure:

We use net earnings as a key financial measure to align the executive team, create accountability and assess corporate performance. Net earnings are quantifiable, easy to measure and understand, and motivate the executive team to achieve their challenging targets. We must achieve at least 90% of the objective for our key financial measure to achieve threshold performance, otherwise the payout on the financial component is zero. We use a sliding scale that caps the maximum payout for the corporate financial component at 250%.

Financial component (75%)	Focuses on budgeted net earnings, a key financial objective tied to our annual business plan
If we achieve net earnings:	Then the financial component is:
• less than 90% of budget	• zero
• at 90% of budget	• 10%
• 100% of budget (at target)	• 100%
• above 100% and up to 130% of budget	• scaled up to a maximum of 250%

Individual performance – individual KRAs:

We assess individual performance in several key result areas – operational, functional, talent management and development, and strategic planning – to drive strong leadership. Individual objectives vary by executive role and responsibilities. The Corporation sets aggressive goals for the NEOs and scores each KRA using both quantitative and qualitative criteria. The factors and their respective weightings used for the determination of the short-term incentive are: 75% corporate financial performance and 25% individual KRAs.

Long-term incentives

Long-term incentives include stock options, as well as share units composed at 65% of PSUs and at 35% of either RSUs or DSUs at the election of each NEO. The PSUs, RSUs and DSUs are collectively referred to herein as "Share Units". The long-term incentives are awarded to motivate the executive team to achieve strong future performance for the Corporation and its shareholders, to retain the executive team and to align executive interests with those of shareholders. The DSUP, Share Unit Plan as well as the Stock Incentive Plan were all amended in fiscal 2021 in order to ensure their relevancy for this incentivizing.

Our 2025 key result areas:

Customer experience
Customer offer
Cost optimization
Sustainability

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The following table explains the type of grants made to NEOs under our various equity compensation plans, and their respective vesting and payout conditions:

	Description and Vesting Matrix	Payment Characteristic and Valuation
Options	Options vest 20% each year beginning on the grant date, unless determined otherwise by the Board at the time of grant. Options usually expire after 10 years.	Exercise price is determined by the weighted average reported closing price for a board lot of the Shares on the TSX for the five days immediately before the grant date.
Value derived from in-the-money vested Options is equal to the number of vested Options exercised multiplied by the difference (in $) between the Shares price on the day Options are exercised and the exercise price.
Options provide value only if the Shares price increases above the exercise price (Options are in-the-money).
The plan allows a cashless exercise if the holder has an agreement with his or her broker.
PSUs	PSUs vest at the end of the three year period commencing at the beginning of the fiscal year in which the PSUs are granted, based on corporate performance.
Since fiscal 2021, all PSUs outstanding benefit from Dividend Equivalents.	PSUs are subject to a performance multiplier, expressed as a percentage.
Corporate performance objectives for the three-year period relate to our operating performance and are set by the HRCG Committee at the time of grant.
Value of PSUs equals the number of vested PSUs (including Dividend Equivalents and taking into account any applicable performance multiplier) multiplied by the weighted average trading price of the Shares on the TSX for the five trading days immediately before the valuation date.
RSUs	RSUs vest at the end of the three year period commencing at the beginning of the fiscal year in which the RSUs are granted, based on continued employment.
Effective as of fiscal 2021, all RSUs outstanding benefit from the accrual of Dividend Equivalents.
In order to increase the alignment of executives' and shareholders' interests, executives, who are subject to the share ownership requirement, can voluntarily elect to receive DSUs instead of RSUs.	Value of RSUs equals the number of vested RSUs (including Dividend Equivalents) multiplied by the weighted average trading price of the Shares on the TSX for the five trading days immediately before valuation date.
DSUs	DSUs (subject to the exception of Matching DSUs) vest immediately but may not be exercised until the executives' employment with the company ceases.
DSUs benefit from the accrual of Dividend Equivalents.
In order to increase the alignment of executives' and shareholders' interests, executives, who are subject to the share ownership requirement, can voluntarily elect to receive DSUs instead of RSUs.
In addition, all executives of the Corporation's global leadership team can elect to defer up to 50% of their short-term incentive payout into a grant of DSUs, with the Corporation matching 25% of the first 50% deferrable portion of the short-term incentive into additional DSUs, as described below.	Value of DSUs equals the number of vested DSUs (including Dividend Equivalents) multiplied by the weighted average trading price of the Shares on the TSX for the five trading days immediately before the payout date.
Matching DSUs	Matching DSUs correspond to a match at a rate of 25% of any short-term incentive award amount paid out that an eligible participant elects to defer and receive in the form of DSUs. This 25%-match is applicable on up to 50% of the total deferrable short-term incentive amount that any eligible participant is entitled to.
Subject to limited exceptions, the Matching DSUs vest over three years at a rate of 1/3 per anniversary year, but their settlement is deferred.	Same as DSUs above.

Further information on the Corporation's long-term incentive plans is included in Appendix C of this Circular.

Indirect compensation

Executives receive retirement and other benefits as part of a competitive total compensation package.

Retirement benefits include a defined contribution plan for executives in Canada and Europe, and non-qualified defined contribution plan in the U.S., as well as a supplemental retirement benefit (see page 75 to read more about retirement benefits).

Other benefits include a company vehicle, a health cost reimbursement program (disability, group life, accident, health and travel insurance) and financial planning as part of a competitive package to attract and retain high-performing executives.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Executives and other regular full-time employees can also participate in our Employee Share Purchase Plan ("ESPP"). Since fiscal 2021, executives can contribute up to 10% of their annual base salary to purchase Shares and, unlike other employees, are not required to wait one year of continuous service prior to doing so. Contributions are made by payroll deduction and the Corporation makes matching contributions of 25% of each participant's contribution up to a maximum of $1,250 per year. Participants receive dividends paid on our Shares. Contributions can be made to a registered retirement savings plan ("RRSP"), a non-registered account or a tax-free savings account ("TFSA").

Compensation Mix

We emphasize at-risk pay to motivate the executive team to execute the business plan, in line with our strategy and values, and to create value for our shareholders over time. Total pay at risk of not being paid includes the short-term incentive as well as the long-term incentives, namely PSUs representing 65% of awarded share units, RSUs representing 35% of awarded share units, Matching DSUs, and 100% of awarded stock options.

Annual Compensation Review Process on Management of Risk

Role of the Human Resources and Corporate Governance Committee

The Board has given the HRCG Committee the mandate, among other things, to review and recommend senior executive compensation components and policies, to ensure that they are consistent with best practices while also considering new compensation trends. The HRCG Committee oversees our executive compensation program, leadership succession plans and Board succession. It also helps the Board fulfill its responsibilities relating to human resources, director compensation and corporate governance.

The HRCG Committee is made up of four independent directors: Mélanie Kau (committee chair), Jean Bernier, Janice L. Fields, and Louis Têtu. Each of them is qualified and experienced.

	Skills and experience
	Compensation/ labour relations/ human resources	Senior executive leadership	Corporate governance	Industry experience
Mélanie Kau, Committee chair	✓	✓	✓	✓
Jean Bernier	✓	✓	✓	✓
Janice L. Fields	✓	✓	✓	✓
Louis Têtu	✓	✓	✓	✓

None of the members of the HRCG Committee is or has been indebted towards the Corporation or any of its subsidiaries or has had an interest in any material transaction involving the Corporation during the course of fiscal 2025.

The HRCG Committee reviews our corporate performance and relative shareholder return and evaluates individual performance when making its decisions about executive pay for the year. It also reviews the compensation packages for the Founder and

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Executive Chairman, President and CEO, and the other Executive Officers including the NEOs for the previous year and assesses overall market competitiveness.

The HRCG Committee makes recommendations to the Board for its review and approval, including target compensation and actual awards and any changes to our human resources and compensation policies and programs.

Our decision-making process

We have a thorough and disciplined process for making decisions about executive compensation.

Review compensation program
Set performance targets and objectives
Conduct an ongoing review of the market and performance
Assess corporate and individual performance
Award compensation

1. Review compensation program

The HRCG Committee reviews the plan design and target compensation, consulting with its independent advisor, as needed, to benchmark target compensation for market competitiveness and internal equity. At the same time, the HRCG Committee reviews the compensation peer group to make sure the companies in the group are relevant and makes any necessary changes.

The HRCG Committee carries out a formal compensation review every two years and makes any recommendations about changes to compensation policy, individual plans and the overall program to the Board for its review and approval. A formal compensation benchmark and review was conducted in April 2024. The next formal benchmark will occur in April 2026.

2. Set performance targets and objectives for executive compensation

Based on our strategic plan and annual business plan, management sets and the HRCG Committee approves financial objectives and performance criteria for annual and long-term incentives. The HRCG Committee also approves KRA and individual objectives for the President and CEO and each of the other NEOs, including other senior officers based on input from the President and CEO.

3. Conduct an ongoing review of the market and performance

The Board receives regular updates from management at each regular meeting, including a discussion of risks and opportunities.

4. Assess corporate and individual performance

The Board assesses corporate performance under the annual incentive plan to determine the financial component. The HRCG Committee assesses individual performance of the NEOs against their key result areas and approves an overall individual score for each that is reflected in the NEOs' annual performance bonus payout.

5. Award compensation

The HRCG Committee determines annual incentive awards and grants of long-term incentive awards. It reviews the performance vesting conditions of the performance-based share units awards and determines the payout. It also reviews salaries and approves any adjustments for the upcoming year within defined parameters approved by the Board.

The Board reviews the HRCG Committee's analysis and recommendations for incentive awards and approves the awards.

The Board can use its discretion to adjust the recommended awards based on extenuating circumstances.

Role of the Compensation Consultant

The HRCG Committee has retained Willis Towers Watson since 2012 as an independent compensation consultant.

Willis Towers Watson advises the HRCG Committee on the competitiveness of our executive compensation program and reviews the compensation components and incentive plan design and metrics to make sure they continue to be appropriate. Pension, other benefits and provisions regarding employment and change of control are not part of this review. Decisions related to executive

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

compensation remain the responsibility of the HRCG Committee and the Board, who, in determining executive compensation for fiscal 2025, considered the advice of Willis Towers Watson provided in April 2024 on executive compensation.

The table below shows the fees paid to the independent consultant in the last two fiscal years.

	2025	2024
Executive compensation-related fees	$7,157	$116,593
All other fees	—	—
Total	$7,157	$116,593

The external consultant conducts this review every two years and completed its last review in April 2024. Their review addressed base salary, short-term and long-term-incentives, and the results were used to assess any potential gap between the market median and internal compensation levels.

Based on recommendation contained in the external benchmarking report delivered by Willis Towers Watson in April 2024, the HRCG Committee recommended, and the Board approved, changes to the compensation levels for some Executive Leadership Team positions, however, no structural changes to the NEOs compensation policies were required, other than the following changes taking effect at the start of fiscal 2026:

changes to NEOs salary ranges based on inflation and market conditions; and
value of the vehicle allowance were increased based on market factors.

Managing compensation related risk

We recognize that some level of risk-taking is needed to drive the entrepreneurial spirit, stay competitive and achieve the growth our shareholders expect.

The HRCG Committee is committed to ensuring our compensation program supports our long-term growth and does not encourage excessive risk-taking. It regularly reviews the design of our incentive plans and also makes sure we have appropriate policies in place to encourage proper conduct and sound decision-making.

The Corporation uses, among other things, the following practices to discourage or mitigate inappropriate risk taking:

the majority of executive compensation is variable (at-risk) and based on performance (see page 61);
the Board approves the Corporation's strategic plan, annual budgets, and financial and other targets, which are considered in the context of assessing performance and awarding incentives;
there is an appropriate mix of pay, including fixed and performance-based compensation with short and longer-term performance conditions and vesting periods;
base salaries are established to provide regular income, regardless of share price;
annual short-term incentive awards are capped and based on the achievement of a number of financial and strategic performance objectives;
long-term equity-based incentive grants, if and when granted, are approved by the Board;
when considering the approval of bonus payout and long-term incentive grants, if any, the Board considers whether the anticipated costs are reasonable relative to the Corporation's projected and actual income, and amounts are not paid under the Corporation's annual incentive plans until achievement of the relevant financial results have been confirmed by audited financial statements of the Corporation;
the Corporation's performance-based long-term incentives are comprised of PSUs which fully vest after only three years, and which pay out based on the achievement of performance criteria, ensuring that executives remain exposed to the risks of their decisions and vesting periods align with risk realization periods. RSUs fully vest after three years of their issuance and their intrinsic value lies in the long term performance of the share price, thereby aligning interests of the executives with those of the shareholders;
the Corporation has implemented an Executive Share Ownership Requirement for the NEOs and other key executive officers of the Corporation;
the executives may not purchase financial instruments to hedge a decrease in the market value of the Shares held for the purpose of the share ownership requirement;
the Corporation has adopted an executive compensation clawback policy (the "Clawback Policy") which allows it to require repayment of incentive compensation under certain circumstances (see below for additional details on this policy);

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

the HRCG Committee maintains overall discretion to adjust annual incentive payouts to take into account both unexpected and extraordinary events;
employees, officers and directors and others associated with our Corporation must abide by our Ethics Code of Conduct and make sure to always protect Alimentation Couche-Tard's property and assets, exercise good judgment, treat everyone with respect, and act ethically and responsibly in everything they do; and
the Corporation has adopted an Insider Trading Policy, pursuant to which insiders may not trade our securities on information that has not yet been publicly released, or tip information to anyone outside the Corporation, consistent with securities legislation.

The Board and the HRCG Committee believe the Corporation's compensation plans are designed and administered with the appropriate balance of risk and reward, do not encourage excessive risk-taking behaviour and are not likely to have a material adverse effect on the Corporation.

Clawback

The Clawback Policy allows the Board to require the reimbursement of short-term and long-term compensation received by certain officers and other senior management employees, if such compensation was paid in whole or in part as a result of gross negligence, intentional misconduct, fraud, embezzlement or other serious misconduct, or in the event of a restatement of the Corporation's financial statements resulting from material non-compliance with any applicable requirements pursuant to applicable laws, and in circumstances where the Board determines, in its sole discretion, that such individual would not have been entitled to such compensation had a restatement of financial statements not been required. The Clawback Policy was last amended in June 2023.

Recovery under the Clawback Policy is limited to compensation paid, granted, awarded to, or earned by, or vested in favour of any covered officer or senior management employee in the then current fiscal year and in the immediately preceding three financial years and may be implemented through various forms, including reimbursement, deduction from salary or future payments, grants or awards of incentive compensation, or cancellation or forfeiture of vested or unvested grants held by the covered individual.

Benchmarking

We consider each executive role to maintain internal equity. We also benchmark our compensation against other companies to make sure we are competitive with the market.

We use a compensation peer group made up of companies we compete with for executive talent and position our total target compensation for executives around the median of the peer group. Actual awards can be higher or lower depending on performance.

Willis Towers Watson assists the HRCG Committee by reviewing the compensation peer group to make sure it stays relevant. It conducts research and analysis, using four criteria to select appropriate companies for the peer group:

public companies operating in North America;
companies in similar industries: food retail, drug retail, apparel retail, customer staples merchandise retail, computer and electronics retail and restaurants;
companies with annual revenue ranging from USD$15 billion to USD$242 billion;
companies with similar profitability ratios.

Our compensation peer group was last reviewed in fiscal 2024 and is composed of the following 13 Canadian and U.S. companies:

Compensation peer group

Canada

Loblaw Companies Limited
Empire Company Limited
Metro Inc.

United States

Costco Wholesale Corporation
The Kroger Co.
Walgreens Boots Alliance, Inc.
Target Corp.
The TJX Companies, Inc.
Best Buy Co., Inc.
Dollar General Corporation
Starbucks Corporation
Dollar Tree, Inc.
Casey's General Stores, Inc

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The table below shows our ranking compared to the median of Canadian companies, U.S. companies and the peer group overall.

	Median statistics in relation to Alimentation Couche-Tard Inc.
	Revenue last fiscal year (US$ millions)	Net income last fiscal year (US$ millions)	Market capitalization as at April 25, 2025 (US$ millions)	Number of employees
Compensation peer group	$43,452	$1,661	$20,578	220,000
Canadian companies only	$22,764	$690	$16,336	128,000
U.S. companies only	$48,835	$3,601	$32,289	322,500
Alimentation Couche-Tard	$69,264	$2,732	$49,527	146,000
Percentile ranking	69	54	77	31

Executive Share Ownership Requirement

Our equity ownership requirements ensure that our executives have a stake in our future success and that their interests are aligned with those of our shareholders. Requirements vary by level and executives must meet their ownership requirement within five years of assuming a position subject to such requirement. NEOs can count the Shares and DSUs they hold directly and indirectly toward meeting the requirement but cannot include performance share units or restricted share units. We use the acquisition price or the market value of the holdings at the time we assess their equity ownership, whichever is higher, to value their ownership.

EXECUTIVES AS OWNERS

We believe our executives should feel like owners and should have a significant stake in the Corporation.

In order to increase the alignment of executives' and shareholders' interests, executives can voluntarily elect to receive DSUs instead of RSUs. In addition, following amendments to our DSUP, NEOs and other executives are able to participate in our DSUP by electing to receive up to 50% of their short-term incentive award payout in DSUs instead of cash, (the "DSU Voluntary Election"), and the Corporation incentivizes this voluntary election by granting additional DSUs equal to 25% of the number of DSUs credited to the account of such executive pursuant to their DSU Voluntary Election (the "DSU Match"). The DSU Match vests over a period of three years (one third (1/3) per year) from the date of grant of such DSU Match. This election is designed to enable our executives to attain their respective shareholding levels as required under the Corporation's Shareholding Guidelines. For more information about our DSUP please go to page 95 of this Circular.

The table below shows each NEO's equity ownership as at April 27, 2025. We used the closing price on the TSX on April 25, 2025, the last trading day of fiscal 2025, to calculate the value of the Shares ($72.42).

	Equity ownership requirement		Shares and Awards owned as at April 27, 2025		Total market value		Meets share ownership requirements or date by which it should be met
		2025 base salary	(multiple of salary)	Common Shares	DSUs(2)	2025		2025
Alain BouchardFounder and Executive Chairman		$1,470,060	5x	123,380,609	36,753	$8,937,885,356	yes
Alex MillerPresident and Chief Executive Officer	(1)	$1,436,310	5x	38,537	69,390	$7,816,073	yes
Filipe Da SilvaChief Financial Officer		$741,347	3x	550	7,777	$603,041	July 2028
Louise WarnerEVP North America Operations & Global Commercial Optimization		$733,641	1.5x	—	20,593	$1,491,345	yes
Ed DzadovskyChief Technology Officer		$681,339	1.5x	1,673	14,644	$1,181,677	yes

(1) Mr. Miller was appointed President and Chief Executive Officer on September 6, 2024.
(2) This amount includes vested DSUs only.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Description of Compensation paid to Named Executive Officers in 2025

Base salary

Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner are paid in U.S. dollars and their amounts have been converted to Canadian dollars using the annual average exchange rates for each fiscal year, 1.3937 for fiscal 2025 and 1.3502 for fiscal 2024.

		2025	2024
Alain Bouchard		$1,470,060	$1,470,060
Founder and Executive Chairman
Alex Miller	(1)	$1,436,310	$1,080,160
President and Chief Executive Officer
Brian Hannasch	(2)	$929,321	$2,118,741
Former President and Chief Executive Officer
Filipe Da Silva	(3)	$741,347	$691,621
Chief Financial Officer
Louise Warner
EVP North America Operations & Global Commercial Optimization		$733,641	—
Ed Dzadovsky		$681,339	—
Chief Technology Officer

(1) Mr. Miller was appointed President and Chief Executive Officer on September 6, 2024. His base salary increased from $1,157,304 to $1,602,720 following this nomination.
(2) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026. His base salary decreased from $2,200,722 to $222,987 following this change in position.
(3) In fiscal 2024, Mr. Da Silva was appointed Chief Financial Officer on July 1, 2023.

Annual short-term incentive plan

NEOs are entitled to receive short-term incentive awards for achieving or exceeding pre-determined goals derived from the annual business plan. The HRCG Committee aligns the Corporation's short-term incentive metrics with the Corporation's strategic plan and selects financial performance indicators that are part of the Corporation's annual business plan and long-term strategic plan and are highly correlated with value creation for Shareholders. The HRCG Committee reviewed the Corporation's results and assessed the President and CEO's performance against his goals and also analyzed and discussed with the President and CEO the performance of the other NEOs and executives of the Corporation in order to recommend their respective short-term incentive award payments to the Board for approval.

For fiscal 2025, the NEOs' short-term incentive was dependent at 75% upon the achievement of a company-wide financial target (net earnings), and the remaining 25% upon the achievement of individual KRAs.

Net earnings attributable to shareholders of the Corporation of USD $2.6 billion resulted in an achievement of 85.59% of the company-wide financial target. Since our short-term incentive program provides a sliding scale for performance achievement of our company-wide financial target from zero to 250%, less than 90% achievement translated in no payout.

Regarding the individual component, the NEOs were each assigned four key result areas. We do not disclose specific individual objectives for competitive reasons. Individual objectives are quantitative and qualitative and some objectives stem from our strategic planning process and extend beyond a fiscal year. Disclosing them would expose the Corporation to serious prejudice and weaken our competitive advantage. The attainment of the individual component averaged 67.33% for the NEOs. This achievement level was lower than historical performance consistent with the overall financial achievement of the company and reflective of the company's performance based compensation model. Messrs. Bouchard, Miller and Hannasch have individual KRAs that contained ESG elements.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The following table shows their respective overall achievement of these key result areas combined:

Individual component (25%)	2025 overall individual component achievement
Alain Bouchard	90.0%
Founder and Executive Chairman
Alex Miller	56.0%
President and Chief Executive Officer
Brian Hannasch	(1) 55.0%
Former President and Chief Executive Officer
Filipe Da Silva	83.0%
Chief Financial Officer
Louise Warner	46.0%
EVP North America Operations & Global Commercial Optimization
Ed Dzadovsky	74.0%
Chief Technology Officer

(1) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026.

The short-term incentive award target, consolidated performance metrics, weighting and actual results and payout for fiscal 2025 are set out in the following table:

	Target Incentive (% of salary)	x	[	Corporate financial component (net earnings) (20% x 75%) (sliding scale up to 250%)	+	Individual component (% achieved x 25%)	=	Actual Payout (% of salary)	=	Salary(1)	=
Alain Bouchard
Founder and Executive Chairman	50%	x	—%	+	22.50%	=	11.25%	x	$1,470,060	=	$165,382
Alex Miller
President and Chief Executive Officer (4)	125%	x	—%	+	14.00%	=	17.50%	x	$1,030,320	=	$180,306
Former Chief Operating Officer	75%	x	—%	+	14.00%	=	10.50%	x	$405,990	=	$42,629
Brian Hannasch
Former President and Chief Executive Officer (5)	125%	x	—%	+	13.75%	=	17.19%	x	$929,321	=	$135,089
Filipe Da Silva
Chief Financial Officer	75%	x	—%	+	20.75%	=	15.56%	x	$741,347	=	$115,372
Louise Warner
EVP North America Operations & Global Commercial Optimization	75%	x	—%	+	11.50%	=	8.63%	x	$733,641	=	$63,277
Ed Dzadovsky
Chief Technology Officer	75%	x	—%	+	18.50%	=	13.88%	x	$681,339	=	$94,536

(1) Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner are paid in U.S. dollars. Their amounts have been converted to Canadian dollars using the annual average exchange rate for the year of 1.3937.
(2) Mr. Miller elected to receive a portion of his short-term incentive in Matching DSUs instead of cash.
(3) The percentages used in this table have been rounded.
(4) Mr. Miller's bonus was prorated based on the time he occupied his role as Chief Operating Officer until September 6, 2024, and based on his nomination as President and Chief Executive Officer effective September 6, 2024.
(5) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026. He is no longer eligible for the annual performance bonus payout. His salary above represents the salary Mr. Hannasch earned in his role as President and Chief Executive Officer and his actual bonus calculation was subject to a pro-rata based on time he occupied this role.

Alimentation Couche-Tard Inc. · 2025 Management Information Circular

Long-term incentive plan

Payout of the 2022 long-term incentive awards

The share units awards granted in fiscal 2022 vested on April 28, 2024 and were paid out in late July 2024, with a performance factor of 65% based on our achievement of four equally weighted measures and a time-based component weighted at 35%. NEOs may elect to receive the time-based components in either DSUs or RSUs.

The overall achievement of the four performance criteria is 82.5% based on achieving some level of payout based on the sliding scale for three out of the four performance criteria and only one which the minimum was not achieved. These criteria were determined at the time of the grant and included same-store convenience gross profit dollars, same-store road transportation fuel gross profit dollars, return on capital employed ("ROCE"), and, as in the previous years, an ESG metric was also part of the performance measures, namely employee engagement.

The price of our Shares increased from $45.60 at the time of grant to $77.93 when the Share were paid out, representing a 41.49% increase over the three-year period.

PAY FOR PERFORMANCE

PSU payout is based on the achievement of performance objectives that are established at the time of the award.

The actual value of the units that vest is based on the market value of our shares at the end of the three-year period.

	Grant date	Corporate performance factor achievement (0 to 100%) x 65%	Time vested employment service factor x 35%	Share Unit vesting factor	Number of Share Units granted	Market price of our shares	Payout(1)	Realized value as a % of grant value
Alain Bouchard
Founder and Executive Chairman	2021/07/09	53.63%	+ 35%	= 88.63%	x 55,683	x $77.93	= $3,845,749	151%
Alex Miller
President and Chief Executive Officer	2021/07/09	53.63%	+ 35%	= 88.63%	x 7,436	x $77.93	= $513,605	151%
Brian Hannasch
Former President and Chief Executive Officer	(2) 2021/07/09	53.63%	+ 35%	= 88.63%	x 105,608	x $77.93	= $7,293,851	151%
Filipe Da Silva
Chief Financial Officer	(1)
Louise Warner
EVP North America Operations & Global Commercial Optimization	2021/07/09	53.63%	+ 35%	= 88.63%	x 4,802	x $77.93	= $331,653	151%
Ed Dzadovsky
Chief Technology Officer	2021/07/09	53.63%	+ 35%	= 88.63%	x 1,963	x $77.93	= $135,591	151%

(1) Mr. Da Silva was not employed by the Corporation on the grant date.
(2) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026.
(3) For those NEOs who elected to have share units awarded in DSU rather than RSUs, the amount presented includes the value of those DSUs which will be paid upon termination of employment.

About the 2025 long-term incentive awards

On July 8, 2024, NEOs were awarded long-term incentive awards composed of Share Units of which 65% are PSUs, and 35% are either RSUs or DSUs at the election of each NEO. These 2025 Share Units will vest on April 25, 2027 and their valuation date will be July 5, 2027.

The 2025 PSUs are subject to the achievement of four performance measures, each weighted 25%, specifically same-store convenience gross profit dollars, same-store road transportation fuel gross profit dollars, ROCE, and employee engagement. The

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

overall score for the four measures will determine the number of 2025 PSUs that vest. We do not disclose the details of the results compared to measures for competitive reasons.

The 2025 DSUs that some executives elected to receive instead of their RSUs vested immediately as per the DSUP but will only become payable to the NEOs upon them ceasing to be an employee of the Corporation.

To determine the appropriate value of long-term incentive grants provided to the NEOs, the HRCG Committee considers the practices of our peer group and external market data, as well as internal factors including executive retention, dilutive impact and long-term value creation.

On May 1, 2024, stock options were awarded to NEOs, the executive team and certain key employees as part of the Corporation's long-term incentive plan based on the applicable percentage of the base salary of the covered employee using the Black Scholes valuation methodology.

The table below shows the 2025 long-term incentives awarded to the NEOs and the weighting allocation between share units and stock options.

	2025 target long-term incentive awards (as a % of base salary)	Options/PSU/RSU/DSU Target Mix	Options award value	PSU award value	RSU award value	DSU award value	Total award value
Alain Bouchard
Founder and Executive Chairman	402%	52% Options + 31% PSUs + 0% RSUs + 17% DSUs	$3,101,820	$1,829,439	—	$985,161	$5,916,420
Alex Miller
President and Chief Executive Officer	(1)
537%	20% Options + 52% PSUs + 0% RSUs + 28% DSUs	$1,555,813	$4,006,327	—	$2,157,228	$7,719,368
Brian Hannasch
Former President and Chief Executive Officer	(2)
1190%	23% Options + 50% PSUs + 0% RSUs + 27% DSUs	$2,589,018	$5,506,771	—	2,965,221	$11,061,010
Filipe Da Silva
Chief Financial Officer	270%	20% Options + 52% PSUs + 0% RSUs + 28% DSUs	$412,486	$1,031,572	—	$555,522	$1,999,580
Louise Warner
EVP North America Operations & Global Commercial Optimization	(3)
189%	15% Options + 55% PSUs + 0% RSUs + 30% DSUs	$203,892	$770,897	—	$415,150	$1,389,939
Ed Dzadovsky
Chief Technology Officer	126%	20% Options + 52% PSUs + 0% RSUs + 28% DSUs	$170,773	$446,994	—	$240,773	$858,540

(1) Mr. Miller was appointed President and Chief Executive Officer on September 6, 2024. The values presented reflect the pro-rated amounts for the period of time he acted in his current and previous role.
(2) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026. The values presented reflect the pro-rated amounts for the period of time he acted as President and Chief Executive Officer of the Corporation.
(3) Ms. Warner changed role during the year. The values presented reflect the pro-rated amounts for the period of time she acted in each of those roles.

Value

The valuation method used to establish stock option grants was the Black-Scholes model, using the assumptions on page 81.

Currency exchange rate

The currency exchange rate used for purposes of establishing share awards on July 8, 2024 for Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner in equivalent U.S. dollars at the date of award was 1.3633 and the currency exchange rate used for purposes of establishing stock options awards on May 1, 2024 for Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner in equivalent to U.S. dollars at the date of the award was 1.3642. There was another grant awarded on March 28, 2025, the currency exchange rate used for purposes of establishing share awards and stock option awards for Mr. Miller and Ms. Warner in equivalent U.S. dollars on this date was 1.4302.

Retirement benefits

We offer a registered pension plan for Canadian executives, non-qualified deferred compensation plans for U.S. executives and supplemental retirement plans for Canadian and U.S. executives.

Canada

NEOs in Canada participate in the following plans:

Registered pension plan (funded according to applicable legislation in Canada)
- Canadian registered pension plan (RPP)

Supplemental retirement plans (unfunded plans)
- Canadian supplemental retirement program (basic DB SERP)
- Canadian enhanced supplemental retirement program (enhanced DB SERP)
- Defined contribution supplemental executive retirement program (DC SERP)

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

RPP DB component, basic DB SERP and enhanced DB SERP

The RPP comprises a defined benefit (DB) component and a defined contribution (DC) component. At the end of fiscal 2016, we modified our defined benefit plans for executives in Canada to freeze accruals and replaced them with defined contribution benefits.

The DB component of the RPP, in conjunction with the basic DB SERP or the enhanced DB SERP, as applicable, provide an annual retirement income equal to 2% per year of credited service, multiplied by the final average salary of the executive's three best years (and 50% of the annual incentive, the incentive being limited to 100% of base salary, for credited service in the enhanced DB SERP), with no offset for any payment from the Canada and Québec pension plans. The normal retirement age is 65, however participants can retire early with an un-reduced pension from age 62 (age 60 for credited service in the enhanced DB SERP) and with a reduced pension from age 55. The normal form of pension under the RPP is a 67% joint and survivor annuity with a five-year guarantee.

The normal form of pension under the basic DB SERP is a lifetime annuity guaranteed for five years.

The normal form of pension under the enhanced DB SERP is a lifetime annuity guaranteed for the first five years and a 50% joint and survivor annuity for the following five years; there is no death benefit after 10 years.

RPP DC component and DC SERP

The Corporation contributes an amount equal to 12% of the executive's base salary to the DC component of the RPP up to the limit imposed by legislation, and the excess amount on a notional basis to the DC SERP.

Benefits under the DC component of the RPP are payable as a tax-sheltered transfer to an eligible retirement vehicle. Benefits under the DC SERP are paid as a lump sum or in annual installments of up to five years.

Who participates

Mr. Bouchard participates in the DB component of the RPP and the enhanced DB SERP. He commenced receipt of his monthly benefits in fiscal 2021 under both plans, per the statutory requirements.

Mr. Da Silva participates in the DC component of the RPP and the DC SERP.

United States

NEOs in the U.S. can participate in the following plans:

U.S. supplemental defined benefit retirement program (U.S. DB SERP)
Non-qualified deferred compensation plan (non-qualified plan)
Non-qualified deferred compensation plan that was established in fiscal 2017 (new non-qualified plan)
401(k) plan (historical contributions only as it pertains to Mr. Hannasch)

At the end of fiscal 2016 we froze accruals under the U.S. DB SERP and participation in the non-qualified plan for executives other than Top Level Participants and replaced them with the new non-qualified plan.

U.S. DB SERP

The U.S. DB SERP is an unfunded, non-qualified defined benefit plan that provides an annual retirement income equal to 2% per year of credited service, multiplied by the final average base salary of the executive's three best years (and 50% of the annual incentive, the incentive being limited to 100% of base salary, for Top-Level Participants), offset by the value of company matching contributions made to the non-qualified plan and to the 401(k) plan during the same period of credited service, and with no offset for social security benefits. The normal retirement age is 65, however executives can retire early with an unreduced pension from age 62 (age 60 for credited service as a Top-Level Participant) and with a reduced pension from age 55. Upon termination of employment before age 55, the vested accrued pension is payable from age 65.

The normal form of pension under the U.S. DB SERP is a lifetime annuity guaranteed for five years. For benefits in respect of credited service as a Top-Level Participant, it is a lifetime annuity guaranteed for the first five years and a 50% joint and survivor annuity for the following five years; there is no death benefit after 10 years.

Non-qualified plan and new non-qualified plan

Under the non-qualified plan and the new non-qualified plan, participants can defer up to 25% of their base salary and up to 100% of their pre-tax annual incentive. The Corporation makes a matching contribution to the non-qualified plan equal to 100% of employee deferrals to this plan, up to 7% of their base salary.

Under the new non-qualified plan, contributions of 8% of base salary are made by the Corporation as of the date the participant was appointed to an executive position. Executives other than Top-Level Participants who were participating in the U.S. DB SERP and in the non-qualified plan at the time these plans were frozen receive a contribution that is greater than 8% and that varies by individual. Mr. Miller is one of such individuals, and his annual contribution rate from the Corporation is 20.8%.

Participants choose to have their contributions deposited in a retirement account or an in-service account or allocated between the two. Company contributions are deposited in retirement accounts.

Participants choose to notionally invest their contributions and those of the Corporation from a range of options provided under the plans. The investment funds provided under the plans are selected by the Corporation, and the Corporation may elect to

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

change them from time to time, at the discretion of the plan administrator. Participants may alter their investment fund choices up to six times per year.

Retirement accounts allow income to be paid as a lump sum or in annual installments for up to ten years when the participant retires, and as a lump sum when employment is terminated before retirement. In-service accounts also have these features, and also allow participants to access the income five years after deferral.

The plans are not funded; however, the Corporation sets aside assets in a rabbi trust and attempts to mirror the participants' hypothetical earnings in these plans.

401(k) plan

The 401(k) plan is a tax-qualified plan that is funded in accordance with applicable laws. Participation in the 401(k) plan generally ceases when participants join the non-qualified plan or the new non-qualified plan.

Who participates

Mr. Hannasch is accruing benefits in the U.S. DB SERP (since 2008 as a Top-Level Participant) and the non-qualified plan. He also accrued benefits under the 401(k) plan prior to joining the non-qualified plan. Mr. Miller, Mr. Dzadovsky, and Ms. Warner participate in the new non-qualified plan and Mr. Miller also accrued benefits in the U.S. DB SERP and the non-qualified plan up to the date that these plans were frozen for participants other than Top-Level Participants.

Pension benefits table - defined benefit plans

The table below sets out the pension benefits earned by each NEO as at the end of fiscal 2025 under the Corporation's defined benefit pension plans. The present values of defined benefit obligations at the beginning and end of the fiscal year are based on the same actuarial assumptions and methods used in our audited financial statements to determine our obligations under the DB retirement plans at these dates.

	Number of years credited service		Annual benefits payable				Opening present value of defined benefit obligation	Compensatory change	Non-compensatory change	Closing present value of defined benefit obligation
	RPP	SERP	At year end		At age 65
			RPP	SERP	RPP	SERP
Alain Bouchard Founder and Executive Chairman of the Board	14.17	35.00	$66,507	$1,439,588	$66,507	$1,439,588	$24,592,485	—	$830,192	$25,422,677
Alex Miller President and Chief Executive Officer	—	3.50	—	$61,178	—	$61,178	$579,171	$184,369	$8,842	$772,382
Brian Hannasch Former President and Chief Executive Officer	—	23.92	—	$1,019,797	—	$1,408,023	$13,477,164	($3,213,778)	$5,378,374	$15,641,760

Annual benefits payable

The annual benefit is the lifetime pension payable at the normal retirement age of 65 based on the final average base salary of the executive's three best years as at April 27, 2025 (increased for service in the enhanced SERP by the lesser of 50% of the actual bonus paid and 50% of the base salary) and based on years of credited service at year end or as of age 65. Mr. Bouchard began receiving his monthly benefits under the RPP and enhanced DB SERP effective October 1, 2020; the amounts shown are those actually in payment as of April 27, 2025.

The annual benefits shown for Messrs. Hannasch and Miller are net of the equivalent pension provided from company matching contributions to the non-qualified deferred compensation plan and the 401(k) plan that were made after the SERP entry date.

Mr. Bouchard's payments under the RPP and enhanced DB SERP include a 66% joint and survivor benefit with a 5-year guarantee. The payments are indexed annually to inflation (limited to 2% per annum in the case of the enhanced DB SERP).

The normal form of pension for Mr. Hannasch's period of service as a Top-Level Participant in the U.S. DB SERP is an annuity guaranteed during the

first 5 years, a 50% joint and survivor annuity for the following 5 years and there is no death benefit after 10 years. Furthermore, payments are indexed annually to inflation, subject to a limit of 2% per annum. The normal form of pension for Mr. Hannasch's period of service other than as a Top-Level Participant and for Mr. Miller is an annuity guaranteed for 5 years.

Compensatory change

The compensatory change is the value of the projected benefit earned for fiscal 2025, including the impact on the obligation of the difference between actual earnings and those estimated, as well as the impact of any plan changes.

Non-compensatory change

The non-compensatory change is the value of items other than compensatory, such as interest on the accrued obligation at the start of the fiscal year, changes in assumptions, change in exchange rates and other experience gains and losses for fiscal 2025. In the case of Mr. Bouchard, it also reflects the reduction in value corresponding to the benefits paid to him in the fiscal year

Pension benefits table - defined contribution plan and deferred compensation plans

The following table shows the benefits earned by each NEO as at the end of fiscal 2025 under the Corporation's defined contribution pension plans and its U.S. deferred compensation plans.

Amounts for Mr. Da Silva relate to his participation in the DC component of the RPP and the DC SERP.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Amounts for Mr. Hannasch, Mr. Miller, Mr. Dzadovsky, and Ms. Warner relate to their participation in the U.S. non-qualified deferred compensation plans and, in the case of Mr. Hannasch, in the 401(k) plan.

	Accumulated value at start of fiscal year	Compensatory change	Non-compensatory change	Accumulated value at year end
Alex Miller
President and Chief Executive Officer	$4,105,708	$326,532	$1,049,506	$5,481,746
Brian Hannasch
Former President and Chief Executive Officer	$8,840,158	$78,956	$1,461,982	$10,381,096
Filipe Da Silva
Chief Financial Officer	$101,073	$88,846	$14,344	$204,263
Louise Warner
EVP North America Operations & Global Commercial Optimization	$183,401	$58,476	$4,654	$246,531
Ed Dzadovsky
Chief Technology Officer	$987,253	$54,359	$152,316	$1,193,928

Compensatory change

The compensatory change is the value of company contributions made in fiscal 2025.

Non-compensatory change

Non-compensatory amounts include employee contributions, where applicable, and investment returns, net of distributions, as well as the effect of changes in exchange rates.

Termination and Change of Control Benefit

With the exception of Mr. Hannasch, we do not have employment agreements with our NEOs. The terms of employment and any entitlements are set out in the offer of employment each executive received at the time of hire or promotion. The offer letter includes a description of the role, salary, benefits and vacation, as well as the terms of participating in our incentive plans. If an NEO's employment is terminated, his or her entitlements are according to the laws of the jurisdiction where they reside, and the terms of the incentive plan documents. Upon his appointment to President and Chief Executive Officer on September 6, 2024, Mr. Miller signed a restrictive covenant agreement, which included a non-compete provision.

Each NEO is subject to non-solicitation and confidentiality provisions to protect the interests of Alimentation Couche-Tard.

The following table shows how each compensation component is treated if employment is terminated.

	Resignation	Retirement	Termination with cause	Termination without cause	Change in control
Salary (severance)	None	None	None	As required by law	As required by law
Annual incentive	Forfeited	Pro-rated for the time worked in the fiscal year to the retirement date.	Forfeited	Forfeited	Pro-rated for the time worked in the fiscal year to the termination date.
PSUs	Forfeited and cancelled	PSUs remain in effect and are payable at the end of the three-year term if performance conditions are met, pro-rated to the amount of time actively employed during the Performance Period.	All PSUs are cancelled.	PSUs remain in effect and are payable at the end of the three-year term if performance conditions are met, prorated to the amount of time actively employed during the Performance Period.	Outstanding PSUs vest immediately and paid out within 5 days following termination due to a change of control.
Outstanding PSUs shall be paid and valued as at the change of control date and the vesting percentage shall in no case be less than 100%.
RSUs	Forfeited and cancelled	Outstanding RSUs vest early and are pro-rated and paid within 30 days from the retirement date.	All RSUs are cancelled.	Outstanding RSUs vest early and are pro-rated and paid within 30 days from the termination date.	Outstanding RSUs vest immediately and are paid out within 5 days following the termination due to a change of control.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

	Resignation	Retirement	Termination with cause	Termination without cause	Change in control
DSUs	Vested DSUs become payable upon the earlier of a delivery by the Participant of a redemption notice or December 1 of the first calendar year following the termination date and in the case of a U.S. Participant, on the Distribution Date, meaning the earlier of the date that is six months and one day following the Termination Date, and the 30th day following the date of death of a Participant.	Vested DSUs become payable upon the earlier of a delivery by the Participant of a redemption notice or December 1 of the first calendar year following the termination date and in the case of a U.S. Participant, on the Distribution Date, meaning the earlier of the date that is six months and one day following the Termination Date, and the 30th day following the date of death of a Participant.	All DSUs are cancelled.	Vested DSUs become payable upon the earlier of a delivery by the Participant of a redemption notice or December 1 of the first calendar year following the termination date and in the case of a U.S. Participant, on the Distribution Date, meaning the earlier of the date that is six months and one day following the Termination Date, and the 30th day following the date of death of a Participant.	The Board has discretion to make such provision for the protection of the rights of the participants as it considers appropriate in the circumstances.
Matching DSUs	Unvested Matching DSUs are forfeited and cancelled. Vested Matching DSUs are payable as DSUs (see above).	Unvested Matching DSUs will be forfeited and cancelled at the time of the Redemption Date for any U.S. Eligible Employee, or at the time of the filing of his or her final Redemption Notice for any other Eligible Employee.	All Matching DSUs are cancelled.	Unvested Matching DSUs will be forfeited and cancelled at the time of the Redemption Date for any U.S. Eligible Employee, or at the time of the filing of his or her final Redemption Notice for any other Eligible Employee.	The Board has discretion to make such provision for the protection of the rights of the participants as it considers appropriate in the circumstances.
Options	Vested Options must be exercised within 90 days. Unvested Options are cancelled.	Options must be exercised before the earlier of (i) expiry of the Options, or (ii) the fourth anniversary of the retirement date. Unvested Options shall continue to vest during two years after the retirement date.	All Options are cancelled.	Vested Options must be exercised within 90 days. Unvested Options are Cancelled.	The Board has discretion to make such provision for the protection of the rights of the participants as it considers appropriate in the circumstances.
Pension	No additional value	No additional value	No additional value	No additional value	No additional value
ESPP Shares	Shares can be sold or transferred to a brokerage account (including an RRSP or TFSA) or a share certificate will be issued up until six months after the resignation date.	Shares can be sold or transferred to a brokerage account nt (including an RRSP or TFSA) or a share certificate will be issued up until six months after the retirement date.	Shares can be sold or transferred to a brokerage account (including an RRSP or TFSA) or a share certificate will be issued up until six months after the termination date.	Shares can be sold or transferred to a brokerage account (including an RRSP or TFSA) or a share certificate will be issued up until six months after the termination date.	Shares can be sold or transferred to a brokerage account (including an RRSP or TFSA) or a share certificate will be issued up until six months after the termination date.
Benefits	End on resignation	Continue as specified in the executive's offer letter	End on termination	End on termination	End on termination

Employment Agreement with Brian Hannasch after stepping down

Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation as a Special Advisor and will continue as such until his retirement on October 3, 2026. The Corporation's employment agreement with Mr. Hannasch does not contemplate any payments for termination or change in control as described above. Under the terms of his employment agreement, Mr. Hannasch as Special Advisor to the Corporation, is subject to customary non-competition and non-solicitation provisions to protect the interests of the Corporation.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

The following table summarizes the incremental payments which would be owed to each NEO in the event of a voluntary resignation, retirement, termination with cause, termination without cause or following a change of control of the Corporation, assuming a termination date of April 27, 2025.

	Resignation^{(1)}	Retirement^{(2)}	Termination with cause	Termination without cause^{(3)}	Change of control^{(4)}
Alain Bouchard
Founder and Executive Chairman
Cash severance	—	—	—	—	—
Annual incentive (5)	—	165,382	—	—	165,382
Share Units	$2,662,464	$3,886,778	—	$3,886,778	$11,198,566
Stock options	$26,668,615	$26,668,615	—	$26,668,615	$26,668,615
TOTAL	$29,331,080	$30,720,776	—	$30,555,394	$38,032,564
Alex Miller
President and Chief Executive Officer
Cash severance	—	—	—	—	—
Annual incentive (5)	—	$222,935	—	—	$222,935
Share Units	$5,026,222	$5,026,222	—	$5,026,222	$12,262,789
Stock options	$1,236,591	$1,236,591	—	$1,236,591	$1,236,591
TOTAL	$6,262,813	$6,485,748	—	$6,262,813	$13,722,315
Brian Hannasch
Former President and Chief Executive Officer
Cash severance	—	—	—	—	—
Annual incentive (5)	—	$135,089	—	—	$135,089
Share Units	$12,064,175	$12,064,175	—	$12,064,175	$29,636,968
Stock options	$6,769,630	$6,769,630	—	$6,769,630	$6,769,630
TOTAL	$18,833,805	$18,968,894	—	$18,833,805	$36,541,687
Filipe Da Silva
Chief Financial Officer
Cash severance	—	—	—	—	—
Annual incentive (5)	—	115,372	—	—	115,372
Share Units	$563,242	$1,119,672	—	$1,119,672	$4,219,116
Stock options	—	—	—	—	—
TOTAL	$563,242	$1,235,044	—	$1,119,672	$4,334,488
Louise Warner
EVP North America Operations & Global Commercial Optimization
Cash severance	—	—	—	—	—
Annual incentive (5)	—	63,277	—	—	63,277
Share Units	$1,491,612	$1,491,612	—	$1,491,612	$3,181,098
Stock options	$309,612	$309,612	—	$309,612	$309,612
TOTAL	$1,801,223	$1,864,500	—	$1,801,223	$3,553,987
Ed Dzadovsky
Chief Technology Officer
Cash severance	—	—	—	—	—
Annual incentive (5)	—	94,536	—	—	94,536
Share Units	$1,061,028	$1,061,028	—	$1,061,028	$2,377,360
Stock options	$98,622	$98,622	—	$98,622	$98,622
TOTAL	$1,159,650	$1,254,186	—	$1,159,650	$2,570,518

(1) Assumes payment of all vested DSUs and stock options valued as of April 27, 2025. All other Share Units are forfeited and cancelled. The vested stock options do not represent an incremental grant.
(2) Assumes payment of all vested DSUs, vested stock options, and all vested RSUs pro-rated to the lifespan of each respective award valued as of April 27, 2025. The stock options continue to vest for a period of two years following the date of retirement. The vested stock options do not represent an incremental grant. PSUs remain in effect and are payable at the end of the three-year term if performance conditions are met, pro-rated to the amount of time actively employed during the Performance Period.
(3) Assumes payment of all vested DSUs, vested stock options, and all vested RSUs pro-rated to the lifespan of each respective award valued as of April 27, 2025. The vested stock options do not represent an incremental grant. PSUs remain in effect and are payable at the end of the three-year term if performance conditions are met, pro-rated to the amount of time actively employed during the Performance Period.
(4) Assumes the immediate vesting and payment of all DSUs, PSUs and RSUs. PSUs are valued at 100%. Also assumes that the Board uses its discretion and determines that all vested stock options shall be paid immediately as of April 27, 2025. The vested stock options do not represent an incremental grant.
(5) Subject to applicable law.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Key Compensation Tables

Summary compensation table

The table below shows the total compensation awarded to each NEO for the fiscal years ended April 27, 2025, April 28, 2024, and April 30, 2023.

	Fiscal year	Salary(2)	Share-based awards(3)	Option-based awards(4)	Non-equity incentive plan compensation(5)			All other compensation(6)	Total compensation
					Annual incentive plan	Long-term incentive plan	Pension value
Alain BouchardFounder and Executive Chairman	2025	$1,470,060	$2,814,600	$3,101,820	165,382	—	—	—	$7,551,862
	2024	$1,470,060	$2,827,547	$3,101,825	$275,636	—	—	—	$7,675,068
	2023	$1,470,059	$2,793,061	$3,101,825	$909,599	—	—	—	$8,274,544
Alex Miller(1)President and Chief Executive Officer	2025	$1,436,310	$6,163,555	$1,555,813	$222,935	—	—	$120,991	$9,499,604
	2024	$1,080,160	$2,268,274	$598,643	$291,238	—	$293,472	$112,563	$4,644,350
	2023	$965,564	$1,978,645	$500,683	$927,716	$1,254,293	$299,808	$103,791	$6,030,500
Brian Hannasch(1)Former President and Chief Executive Officer	2025	$929,321	$8,471,992	$2,589,018	$135,089	—	—	$126,038	$12,251,458
	2024	$2,118,741	$8,305,256	$2,578,111	$990,512	—	$785,902	$119,199	$14,897,721
	2023	$2,022,293	$7,767,838	$2,309,222	$3,444,421	$2,475,792	$382,031	$51,971	$18,453,568
Filipe Da SilvaChief Financial Officer	2025	$741,347	$1,587,095	$412,486	115,372	—	—	—	$2,856,300
	2024	$691,621	$1,482,484	$436,943	$201,002	—	$82,246	—	$2,894,296
	2023	—	—	—	—	—	—	—	—
Louise WarnerEVP North America Operations & Global Commercial Optimization	2025	$733,641	$1,186,047	$203,892	63,277	—	—	—	$2,186,857
	2024	—	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—	—
Ed DzadovskyChief Technology Officer	2025	$681,339	$687,767	$170,773	94,536	—	—	$86,823	$1,721,238
	2024	—	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—	—

(1) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024 and Mr. Miller was appointed President and Chief Executive Officer on September 6, 2024 to succeed him.
(2) Salary

Salaries for Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner are paid in U.S. dollars. Amounts were converted to Canadian dollars for reporting purposes using the following annual average exchange rates for each fiscal year: 1.3937 for fiscal 2025, 1.3502 for fiscal 2024, and 1.3287 for fiscal 2023.

(3) Share-based awards

Amounts are the fair value of the long-term incentive awards on the grant date, calculated using the weighted average price of the Shares on the TSX for the five days prior to the grant. The number of Share Units awarded as well as the share price for each grant are expressed on a post-Share Split basis.

Amounts include the fair value of the Matching DSUs on the grant date, calculated using the weighted average price of the Shares on the TSX for the five days prior to the grant. The amount the executive actually receives may be different. See Appendix C to read about vesting and other details about our Share Unit Plan. Mr. Miller elected to receive a portion of his fiscal 2025 bonus in DSUs with the Corporation matching up to $25\%$ .

(4) Option-based awards

Amounts are the fair value of the stock option awards on the grant date, calculated using the Black-Scholes model and the weighted average assumptions in the table below. The benefit the executive actually earned may be different and could even be zero. See page 83 to read about vesting and other details of our Stock Incentive Plan.

Date of grant	Expected dividend per share	Expected volatility	Risk-free interest rate	Expected life (years)
March 28, 2025	$0.78	25.25%	2.96%	8
May 1, 2024	$0.70	24.82%	3.83%	8
September 18, 2023	$0.56	25.19%	3.85%	8
May 1, 2023	$0.56	25.51%	2.84%	8
April 27, 2022	$0.44	26.48%	3.07%	8

In fiscal 2024, Mr. Da Silva received a grant of 11,723 stock options on September 18, 2023, which was inadvertently omitted from the 2024 Management Information Circular. We have restated the 2024 option-based award amount to include the value of this grant.

(5) Non-equity incentive plan compensation

Short-term incentive

Messrs. Miller, Hannasch, Dzadovsky and Ms. Warner receive their annual incentive in U.S. dollars. Amounts were converted to Canadian dollars using the following annual average exchange rates for each fiscal year: 1.3937 for fiscal 2025, 1.3502 for fiscal 2024, and 1.3287 for fiscal 2023.

Long-term incentive

In fiscal 2023, Messrs. Miller and Hannasch received a special bonus tied to the completion of the five-year Double Again strategic plan. Mr. Bouchard was not eligible to receive this special bonus.

(6) All other compensation

All other compensation represents perquisites and other personal benefits which in the aggregate amount to $50,000 or more or are equivalent to 10% or more of a NEO's total salary for the applicable fiscal year. In the current year, perquisites that exceed 25% for the total value of perquisites include for Mr. Miller, a vehicle allowance of $68,713 and financial services of $27,101; Mr. Hannasch, a vehicle allowance of $88,435 and financial services of $26,556; and Mr. Dzadovsky, a vehicle allowance of $65,430.

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Outstanding share-based awards and option-based awards

The table below includes details about the share units and stock option awards held by each NEO as of April 27, 2025.

	Grant date	Option-based awards(1)				Share-based awards(2)
		Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options	Number of Shares or units of Shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out of distributed
Alain BouchardFounder and Executive Chairman	July 8, 2024 (3)	—	—	—	—	23,921	$1,732,345	$1,044,530
	May 1, 2024	122,167	$77.21	May 1, 2034	—	—	—	—
	July 7, 2023 (4)	—	—	—	—	28,740	$2,081,318	$1,617,934
	May 1, 2023	144,394	$67.15	May 1, 2033	$304,379	—	—	—
	September 13, 2022	—	—	—	—	48,303	$3,498,124	—
	April 27, 2022	170,278	$56.89	April 27, 2032	$2,115,528	—	—	—
	May 12, 2021 (5)	130,266	$41.98	May 12, 2031	$3,172,213	—	—	—
	July 9, 2020	67,901	$43.30	July 9, 2030	$1,977,277	—	—	—
	July 17, 2019	99,676	$42.18	July 17, 2029	$3,014,202	—	—	—
	July 18, 2018	95,056	$30.93	July 18, 2028	$3,943,873	—	—	—
	July 20, 2017	92,978	$30.70	July 19, 2027	$3,879,042	—	—	—
	July 20, 2016	96,974	$29.44	July 20, 2026	$4,168,427	—	—	—
	July 22, 2015	96,410	$28.75	July 22, 2025	$4,210,707	—	—	—
Alex MillerPresident and Chief Executive Officer	March 28, 2025	43,159	$70.20	March 28, 2035	$19,161	34,858	$2,524,416	$1,359,251
	July 8, 2024 (3)	—	—	—	—	20,485	$1,483,491	$918,133
	May 1, 2024	24,577	$77.21	May 1, 2034	—	—	—	—
	July 7, 2023	—	—	—	—	22,040	$1,596,167	$859,548
	May 1, 2023	27,867	$67.15	May 1, 2033	$58,739	—	—	—
	September 13, 2022 (6)	—	—	—	—	22,542	$1,632,493	$1,171,550
	April 27, 2022	27,485	$56.89	April 27, 2032	$341,474	—	—	—
	July 9, 2021	—	—	—	—	—	—	$353,883
	May 12, 2021	7,189	$41.98	May 12, 2031	$175,060	—	—	—
	July 9, 2020	4,951	$43.30	July 9, 2030	$144,173	—	—	$363,856
	July 17, 2019	4,084	$42.18	July 17, 2029	$123,500	—	—	—
	July 18, 2018	6,090	$30.93	July 18, 2028	$252,674	—	—	—
	July 20, 2017	3,484	$30.70	July 19, 2027	$145,352	—	—	—
Brian HannaschFormer President and Chief Executive Officer	July 8, 2024 (3)	—	—	—	—	72,281	$5,234,620	$3,224,448
	May 1, 2024	101,970	$77.21	May 1, 2034	—	—	—	—
	July 7, 2023	—	—	—	—	80,797	$5,851,333	$3,150,718
	May 1, 2023	120,014	$67.15	May 1, 2033	$252,986	—	—	—
	September 13, 2022 (6)	—	—	—	—	89,572	$6,486,840	$5,689,010
	April 27, 2022	126,767	$56.89	April 27, 2032	$1,574,944	—	—	—
	May 12, 2021	92,734	$41.98	May 12, 2031	$2,258,252	—	—	—
	July 9, 2020	95,506	$43.30	July 9, 2030	$2,781,135	—	—	—
Filipe Da SilvaChief Financial Officer	July 8, 2024 (3)	—	—	—	—	13,399	$970,385	$563,242
	May 1, 2024	16,246	$77.21	May 1, 2034	—	—	—	—
	September 18, 2023	11,723	$73.18	May 1, 2033	—	—	—	—
	July 7, 2023	—	—	—	—	29,399	$2,129,059	—
	May 1, 2023	7,564	$67.15	May 1, 2033	$15,942	—	—	—

Alimentation Couche-Tard Inc. 2025 Management Information Circular

	Grant date	Option-based awards(1)			Share-based awards(2)
		Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options	Number of Shares or units of Shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out or distributed
Louise Warner EVP North America Operations & Global Commercial Optimization	March 28, 2025	1,534	$70.20	March 28, 2035	$679	4,614	$334,146	$179,891
	July 8, 2024 (3)	—	—	—	—	5,786	$419,038	$238,418
	May 1, 2024	6,726	$77.21	May 1, 2034	—	—	—	—
	July 7, 2023 (4)	—	—	—	—	6,256	$453,054	$300,683
	May 1, 2023	7,392	$67.15	May 1, 2033	$15,578	—	—	—
	September 13, 2022 (6)	—	—	—	—	6,673	$483,249	$311,470
	April 27, 2022	7,808	$56.89	April 27, 2032	$97,000	—	—	—
	July 9, 2021	—	—	—	—	—	—	$228,512
	May 12, 2021	4,642	$41.98	May 12, 2031	$113,024	—	—	—
	January 27, 2021	2,615	$38.09	January 27, 2031	$89,773	—	—	$232,637
Ed Dzadovsky Chief Technology Officer	July 8, 2024 (3)	—	—	—	—	5,874	$425,387	$263,960
	May 1, 2024	6,726	$77.21	May 1, 2034	—	—	—	—
	July 7, 2023 (4)	—	—	—	—	6,034	$436,968	$372,478
	May 1, 2023	6,899	$67.15	May 1, 2033	$14,540	—	—	—
	September 13, 2022 (6)	—	—	—	—	6,269	$453,977	$331,553
	April 27, 2022	7,287	$56.89	April 27, 2032	$90,524	—	—	—
	July 9, 2021	—	—	—	—	—	—	$93,037

(1) Option-based awards
Our issued and outstanding Shares were split two-for-one on September 20, 2019. The number of outstanding options and the exercise price were adjusted accordingly. This is reflected in the number of securities underlying unexercised options.
The option exercise price is the weighted average closing price of the Shares on the TSX for the five trading days immediately before the grant date.
Options vest $20\%$ each year beginning on the grant date and expire on the 10th anniversary of the grant date.
The value of unexercised in-the-money options is the difference between the closing price of our Shares on the TSX on April 25, 2025, the last trading day of fiscal 2025 ($72.42) and the exercise price of the option. Options only have value if our share price is higher than the exercise price.
(2) Share-based awards
Share units were granted in fiscal 2023, 2024 and 2025 under our Share Unit Plan (formerly our Phantom Stock Unit Plan) and will vest at the end of a three-year period in fiscal 2025, 2026 and 2027.
Share Units consist of unvested PSUs and RSUs, and include PSUs or RSUs issued as Dividend Equivalents earned annually. Share Units may also consist of Unvested Matching DSUs.
Payouts are based $35\%$ on service of employment and $65\%$ on corporate performance against pre-determined objectives that were set at the time of grant. The amount shown here is the estimated minimum payout of the award (35% based on service of employment). Additionally, payouts include vested unpaid DSUs. Their value is determined by multiplying the number of vested share units held as at April 27, 2025 by the closing price of our Shares on the TSX on April 25, 2025, the last trading day of fiscal 2025 ($72.42).
For Mr. Miller, the market or payout value of vested share-based awards not paid out or distributed reflects only DSUs.
(3) This amount includes the election Messrs. Bouchard, Hannasch, Miller, Da Silva, Dzadovsky and Ms. Warner, made to receive a portion of their fiscal 2024 bonus in DSUs with the Corporation matching up to $25\%$ .

(4) This amount includes the election Messrs. Bouchard, Dzadovsky, and Ms. Warner made to receive a portion of their fiscal 2023 bonus in DSUs with the Corporation matching up to $25\%$ .
(5) Mr. Bouchard was granted 67,901 options on July 9, 2020, representing $200\%$ instead of $286\%$ of his annual base salary. As a result, on May 12, 2021 Mr. Bouchard was granted an additional 30,115 options at an exercise price of $41.98 to reach his target of $286\%$ .
(6) This amount includes the election Messrs. Miller, Hannasch, Dzadovsky, and Ms. Warner made to receive a portion of their fiscal 2022 bonus in DSUs with the Corporation matching up to $25\%$ .

Alimentation Couche-Tard Inc. 2025 Management Information Circular

Incentive plan awards – value vested or earned during the fiscal year

The table below shows the total value that each NEO would have realized if their option-based awards had been exercised on the vesting date and paid out in fiscal 2025, their share-based awards that had vested and were paid out in fiscal 2025, and their non-equity incentive plan compensation which was earned during the fiscal 2025 year.

	Option-based awards^{(1)} – value vested during the fiscal year	Share-based awards^{(2)} – value vested during the fiscal year	Non-equity incentive plan compensation^{(3)} – value earned during the year
Alain Bouchard
Founder and Executive Chairman	$1,752,580	$4,830,910	$165,382
Alex Miller
President and Chief Executive Officer	$194,285	$2,670,833	$222,935
Brian Hannasch^{(4)}	$1,543,377	$10,259,071	$135,089
Former President and Chief Executive Officer
Filipe Da Silva
Chief Financial Officer	—	$555,522	$115,372
Louise Warner
EVP North America Operations & Global Commercial Optimization	$72,517	$746,803	$63,277
Ed Dzadowsky
Chief Technology Officer	$23,473	$376,365	$94,536

(1) Option-based awards
The value of stock options that vested in fiscal 2025 was determined by multiplying the number of options that vested by the difference between the exercise price of the options and the closing price of the Shares on the TSX on each respective vesting date.

(2) Share-based awards
Includes the payout of the Share Units granted in fiscal 2022 and paid out on July 8, 2024, calculated using the weighted average price of the Shares on the TSX for the five days prior to the payout date, as well as the value of DSUs granted and vested during the year, calculated using the weighted average price of the Shares on the TSX for the five days prior to the grant date. Additionally, the amount presented in the table includes the election an NEO would have made to receive a portion of their bonus in DSUs.

(3) Non-equity incentive plan compensation
Messrs. Miller, Hannasch, Dzadowsky and Ms. Warner are paid in U.S. dollars. Their annual non-equity incentive amount was converted into Canadian dollars using 1.3937, the annual average exchange rate for fiscal 2025.

(4) Mr. Hannasch stepped down as President and Chief Executive Officer of the Corporation effective September 6, 2024. He stayed on as an employee with the Corporation and will continue as such until October 3, 2026.

Securities authorized for issuance under equity compensation plans

Additional information relating to the Stock Incentive Plan

As at April 27, 2025	Number of Shares to be issued upon exercise of outstanding options	Weighted average exercise price of outstanding options	Number of Shares remaining available for future issuance under the plan
Equity compensation plan approved by security holders (stock incentive plan)	2,117,210	$52.96	36,210,535

The number of Shares to be issued upon exercise of all currently outstanding and unexercised options represents 0.22% of our total issued and outstanding Shares as at April 27, 2025.

Burn rate

The table below shows the annual burn rate for granted stock options for the last three fiscal years. The burn rate is the total stock options granted in each fiscal year expressed as a percentage of the average number of outstanding and issued Shares during the fiscal year.

	2025	2024	2023
Number of stock options granted	376,942	399,973	425,675
Average total number of outstanding and issued Shares during the fiscal year	950,058,764	966,696,776	1,007,550,721
Burn rate	0.040%	0.041%	0.042%

BURN RATE AND OVERHANG

Our annual burn rate for fiscal 2025 is 0.040% and the total potential dilution of our stock options at the end of our fiscal year is 4.04%.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Overhang

The table below shows the overhang or total potential dilution at the end of the fiscal year and the last two fiscal years. The overhang is the sum of the total stock options outstanding and unexercised at the end of the year and the total number of options available for future grants expressed as a percentage of the total number of outstanding and issued Shares at the end of that fiscal year.

	2025	2024	2023
Number of outstanding and unexercised stock options granted (A)	2,117,210	1,849,954	3,417,748
Options available for issuance under the plan (B)	36,575,684	36,575,684	36,955,731
Total potential dilution (C) equals (A + B)	38,692,894	38,425,638	40,373,479
Total Shares outstanding and issued at year end (D)	957,095,436	957,095,436	981,332,584
Overhang (E) equals (C divided by D)	4.04%	4.01%	4.11%

The number of options remaining available for grant under the plan represent 4.04% of our total issued and outstanding Shares as at April 27, 2025.

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

Appendices

Appendix A – Glossary
Appendix B – Mandate of the Board of Directors
Appendix C – Summary of our Long-Term Incentive Plans
Appendix D – Shareholder Proposals
Appendix E – Non-IFRS Accounting Standards Measures

Appendix A

Glossary

In this document:

"Audit Committee" means the Audit Committee of the Corporation.
"Board" or "Board of Directors" means the Board of Directors of the Corporation.
"CEO" means the Chief Executive Officer of the Corporation.
"CFO" means the Chief Financial Officer of the Corporation.
"Chairperson" or "Chairman" means the Chairperson of the Board of Directors.
"Circular" means this management information circular.
"Class A Shares" means the Class A multiple voting shares of the Corporation.
"Class B Shares" means the Class B subordinate voting shares of the Corporation.
"Clawback Policy" means the executive compensation clawback policy adopted by the Corporation which allows it to require repayment of incentive compensation under certain circumstances.
"Committees" means the Audit Committee and the HRCG Committee.
"Common Shares" means the Common shares of the Corporation.
"Conversion Event" means the date when the Class A Shares were converted to Common Shares.
"COO" means the Chief Operating Officer of the Corporation.
"Corporation", "we", "us", "our", "Couche-Tard", "Alimentation Couche-Tard" means Alimentation Couche-Tard Inc.
"CPO" means Chief People Officer of the Corporation.
"Director Nominees" means the directors for nomination to the Board.
"Diversity Policy" means a formal Policy adopted by the Corporation regarding Diversity on the Board of Directors and in Executive Officer Positions.
"Dividend Equivalents" means that all outstanding Share Units benefit from dividend accruals in the form of additional Share Units upon payment of normal cash dividends on Shares.
"DSUP" means the Deferred Share Unit Plan adopted by the Corporation.
"DSUs" means Deferred Share Units granted by the Corporation pursuant to the Deferred Share Unit Plan.
"DSU Match" or "Match Eligible Remuneration" means the Corporation grants additional DSUs equal to 25% of the number of DSUs credited to the account of such executive pursuant to their DSU Voluntary Election.
"DSU Voluntary Election" means NEOs and other executives are able to participate in our DSUP by electing to receive up to 50% of their short-term incentive award payout in DSUs instead of cash.
EBITDA means Earnings before interest, taxes, depreciation, amortization and impairment.
"ELT" or "Executive Leadership Team" means the Executive Leadership Team of the Corporation
"ESPP" means the Corporation's Employee Share Purchase Plan.
"ESG" means environmental, social and governance.
"Ethics Code" means, collectively, the Ethics Code of Conduct adopted by the Corporation and ancillary policies related to ethical business practices.
"EVP" means Executive Vice President of the Corporation.
"Executive Directors" means directors who are employed by the Corporation.
"HRCG Committee" means the Human Resources and Corporate Governance Committee of the Corporation.
"KRAs" means the key result areas of the Named Executive Officers.
"Matching DSUs" means the additional DSUs that may be granted to a Participant as a matching grant of DSUs on the same date as DSUs are granted to a Participant under a DSU Match.
"Meeting" means our 2025 annual meeting of shareholders to be held on Wednesday, September 3, 2025.
"NCIB" means Normal Course Issuer Bid, a share repurchase program.
"Named Executive Officers" or "NEOs" means our Founder and Executive Chairman, our President and Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer and our Chief Growth Officer.
"Non-Executive Directors" means directors who are not otherwise employed by the Corporation.
"Performance Period" means the three years period commencing at the beginning of the fiscal year in which the PSU is granted.
"PSU" means performance share units granted by the Corporation pursuant to the Stock Unit Plan.
"Record Date" means July 9, 2025, being the date for determination of Shareholders entitled to receive notice of and to vote at the Meeting.
"ROCE" means return on capital employed.

Alimentation Couche-Tard Inc. - 2025 Management Information Circular

"RSU" means restricted share units granted by the Corporation pursuant to the Stock Unit Plan.
"Shares" means the Common Shares of the Corporation.
"Share Units" means PSUs, RSUs and DSUs, collectively.
"Stock Incentive Plan" means the Amended and Restated Stock Incentive Plan effective March 17, 2021.
"Supplier Code of Conduct" means the Supplier Code of Conduct approved by the Board on November 28, 2023.
"TSX" means the Toronto Stock Exchange.
"TSX Trust" means the TSX Trust Company, the Corporation's Transfer Agent.
"Vested PSUs" means the number of PSUs that will vest for a Participant will correspond to the number of PSUs granted to such Participant on the grant date (including Dividend Equivalents) multiplied by the Vesting Percentage.
"Vesting Percentage" means the percentage of performance achieved during the Performance Period, as determined by the HRCG Committee, not to exceed 200%.

Alimentation Couche-Tard Inc. - 2025 Management Information Circular
88

Application to Digital Information

Appendix B

Mandate of the Board of Directors

A. Purpose

The role of the board of directors of the Corporation (the "Board") is to supervise the management of the business and affairs of the Corporation. The Board, directly and through its committees, shall provide direction to senior management, generally through the president and chief executive officer (the "CEO"), to pursue the best interests of the Corporation.

B. Duties and Responsibilities

The Board is responsible for the overall conduct of the Corporation and in exercising its powers and discharging its duties, shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In considering what is in the best interests of the Corporation, the Board may look at the interests of inter alia, shareholders, employees, creditors, consumers, governments and the environment to inform its decisions. These interests are, among other things, represented by pursuing a policy aimed at sustainable responsibility.

In furtherance of its purpose, the Board shall assume the following duties and responsibilities:

Strategy and Budget

Ensure that a strategic planning process is in place and approve, at least on an annual basis, a strategic plan which may take into account, among other things, the longer-term opportunities and risks of the business;
Approve the Corporation's annual operating and capital budgets;
Review operating and financial performance results in relation to the Corporation's strategic plan and budgets;
Approve all significant decisions outside of the ordinary course of the Corporation's business, including major financings, acquisitions, and dispositions or material departures from the strategic plan or budgets;

Environmental, Social and Governance

Review, approve and monitor the Corporation's goals, strategies and commitments related to sustainability and ESG, including climate risks, and opportunities, human rights and human capital management, community and social impact, and inclusive culture.
Develop the Corporation's approach to, and disclosure of, corporate governance practices and oversee the development by the Human Resources and Corporate Governance Committee (the "HRCG Committee") of a set of corporate governance guidelines and principles that are specifically applicable to the Corporation;
Approve the nomination of directors to the Board, as well as:
a. Ensure that a majority of the Corporation's directors have no direct or indirect material relationship with the Corporation and determine who, in the reasonable opinion of the Board, are independent pursuant to applicable legislation, regulation and listing requirements;
b. Develop appropriate qualifications and criteria for the selection of Board members;
Appoint the chairperson of the Board (the "Chairperson") and if the Chairperson is an Executive Chairperson, a lead director (the "Lead Director") and the chairpersons and members of each committee of the Board, in consultation with the relevant committee of the Board;
Along with the HRCG Committee, provide and oversee an orientation and continuing education program for newly appointed directors;
Review the disclosure in the Corporation's public disclosure documents relating to corporate governance practices and conduct a periodic review of the relationship between management and the Board, particularly in a view to ensure effective communication and the provision of information to directors in a timely manner;
Assess annually the effectiveness and contribution of the Board, the Chairperson, each committee of the Board and their respective chairperson and individual directors;
Review and approve the Supplier Code of Conduct of the Corporation with the purpose of promoting integrity and deterring wrongdoing, and encouraging and promoting a culture of ethical business conduct and as required, oversee compliance with the Corporation's Supplier Code of Conduct by directors, officers and other management personnel and employees;
Receive reports from the HRCG Committee regarding any breach of the policies with respect to business conduct and ethics, including the Supplier Code of Conduct and review investigations and any resolutions of complaints received under such policies;

Alimentation Couche-Tard Inc. - 2025 Management Information Circular

Delegate (to the extent permitted by law) to the CEO, other executive officers and management personnel appropriate powers to manage the business and affairs of the Corporation;
Act and function independently from management in fulfilling its fiduciary obligations;
Review, approve and oversee the implementation of the Corporation's material policies, including the insider trading policy, health and safety policies and practices and measures for receiving feedback from the Corporation's stakeholders, and oversee compliance of these policies by directors, executive officers and other management personnel and employees;
Review and approve, as required, the Corporation's environmental policies and management systems;

Human Resource Management and Compensation

Appoint the CEO and the Chief Financial Officer (the "CFO") of the Corporation, following the recommendation of the HRCG Committee;
Approve and/or develop, as applicable written position descriptions for the role of the CEO and the CFO, which includes delineating management's responsibilities, as well as written position descriptions for the role of the chairperson of each of the committees of the Board and the Lead Director;
Approve the Corporation's compensation policy for directors, if any;
Review and approve, following the recommendation of the HRCG Committee, the corporate goals and objectives that the Executive Chairman, if any, the CEO, the CFO and other executive officers are responsible for meeting and reviewing the performance of these individuals against such corporate goals and objectives;
Review and approve, following the recommendation of the HRCG Committee, the compensation of the Executive Chairman, if any, the CEO, the CFO and other executive officers of the Corporation (including participation in compensation and benefits policies or changes thereto);
Satisfy itself as to the integrity of the Executive Chairman, if any, the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization;
Review and approve, following the recommendation of the HRCG Committee, the succession planning relating to the position of the CEO, other executive officers, the chairperson of the Board and of each of the committees and the Lead Director;

Risk Management, Capital Management and Internal Controls

Identify and assess periodically the principal risks of the Corporation's business, and ensure the implementation of appropriate systems to manage these risks;
Ensure the integrity of the Corporation's internal control over financial reporting, management of information systems, disclosure controls and procedures, financial disclosure and the safeguarding of the Corporation's assets;
Together with the Audit Committee, review, approve and oversee the Corporation's disclosure controls and procedures;

Communications

In conjunction with management, meet with the Corporation's shareholders at the annual meeting and be available to respond to questions at that time;
Monitor investor relations programs and communications with analysts, the media and the public;
Review, approve and oversee the implementation of the Corporation's disclosure policy;

Financial Reporting, Auditors and Transactions

Review and approve, as required, the Corporation's financial statements and related financial information; and
Appoint (including terms and review of engagement), subject to approval of shareholders, and remove the Corporation's auditor;
Review and approve mergers and acquisition opportunities and financings

C. Composition

The composition and organization of the Board, including the number, qualifications and remuneration of directors, the number of Board meetings, Canadian residency requirements, quorum requirements, meeting procedures and notices of meetings shall comply with applicable requirements of the Quebec Business Corporations Act, the securities laws and regulations applicable in the Province of Québec and the articles and by-laws of the Corporation, subject to any exemptions or relief that may be granted from such requirements from time to time.
With respect to the Corporation's Policy Regarding Diversity on the Board of Directors and in Executive Officer Positions, the objective pursued by the Board is to have a variation of skills, experience and backgrounds of its members (including those with differences in age, disability, gender, sexual orientation, marital or Civil partnership status, race (including ethnic origin, nationality or color), religious, political or other beliefs, regional and geographic background).

Alimentation Couche-Tard Inc. - 2025 Management Information Circular

D. Committees of the Board

Subject to applicable law, the Board shall establish, if needed, other Board committees or merge or dispose of any Board committee in addition to the Audit Committee and the HRCG Committee.
In conjunction with the HRCG Committee, the Board shall review the appropriate structure, size, composition, mandate and members for each Board committee, and approve any modifications to such items as considered advisable. The Board may review, from time to time, each charter and consider any suggested amendments for approval. In addition, the Board may institute procedures to ensure that the Board and the Board committees function independently of management.
To facilitate communication between the Board and each of the Board committees, each committee chairperson shall provide a summary and, to the extent necessary, a report, to the Board on material matters considered by the committee at the first Board meeting following the committee's meeting.

E. Meeting

The Board shall meet at least once in each quarter, with additional meetings held as deemed advisable. The Chairperson shall be primarily responsible for the agenda and for supervising the conduct of any Board meeting. Any director may propose the inclusion of items on the agenda, request the presence of, or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.
The Board shall conduct meetings of the Board in accordance with the Corporation's articles and by-laws.
The secretary of the Corporation (the "Corporate Secretary"), his or her designate or any other person the Board requests, shall act as secretary of Board meetings.
Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary, or any other person acting in such capacity, and subsequently presented to the Board for approval.
The independent members of the Board may hold regularly-scheduled meetings, or portions of regularly scheduled meetings, at which non-independent directors and members of management are not present.
Each director is expected to attend all meetings of the Board and any committee of which he or she is a member.
The Board shall have unrestricted access to management and employees of the Corporation (including, for greater certainty, its affiliates, subsidiaries and their respective operations).

F. Other

The Board shall perform any other function as prescribed by law or as not delegated by the Board to one of the committees of the Board or to management personnel.
This Board Charter is a statement of broad policies and is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation's articles and by-laws, it is not intended to establish any legally binding obligations.

G. Limitations on Board's duties

Nothing contained in this charter is intended to expand applicable standards of conduct under statutory or regulatory requirements for the directors of the Corporation.
Members of the Board are entitled to rely, absent knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, and (ii) the accuracy and completeness of the information provided.

Alimentation Couche-Tard Inc. - 2025 Management Information Circular

Summaries of our Long-Term Incentive Plans

Summary of the Stock Incentive Plan of Alimentation Couche-Tard Inc.:

Effective March 17, 2021 (the “Adoption Date”), the Corporation has adopted an Amended and Restated Stock Incentive Plan, as amended from time to time, (the “Stock Incentive Plan”) for certain management and key employees holding positions that can have a significant impact on the Corporation's long-term results. The Stock Incentive Plan was then ratified by the Corporations shareholder's at its annual meeting on September 1, 2021. The changes adopted to the Stock Incentive Plan were designed to ensure the plan's continued relevancy for incentivizing performance and favoring talent retention. All options issued and outstanding under the Stock Incentive Plan adopted by the Corporation on September 7, 1999, as amended from time to time, continue to be governed by the Stock Incentive Plan from its Adoption Date. The full text of our Stock Incentive Plan is available on SEDAR+ at www.sedarplus.ca.

The Stock Incentive Plan shall be administered by the Board, or if the Board by resolution so decides, by the Human Resources and Corporate Governance Committee (the “HRCG Committee”), and the Board shall also be responsible for its interpretation, construction and application. Pursuant to the Stock Incentive Plan, only those officers, senior executives, employee directors and other full-time employees of the Corporation or any of its affiliates that occupy key positions as determined by the Board are eligible to receive Options (“Eligible Participants”). In determining Options to be granted under the Stock Incentive Plan, the Board or the HRCG Committee, as the case may be, shall give due consideration to the value of each Eligible Participant's present and potential future contribution to the Corporation's success.

The aggregate number of Shares of the Corporation (the “Shares”) reserved and available for issuance pursuant to Options under the Stock Incentive Plan is limited to 101,352,000 Shares, of which 36,210,535 were available as at April 27, 2025. Shares in respect of which an Option is granted under the Stock Incentive Plan but not exercised prior to the cancellation or termination of such Option, due to the expiration, cancellation, termination or lapse of such Option or otherwise, shall be available for Options to be granted thereafter pursuant to the provisions of the Stock Incentive Plan. All Shares issued pursuant to the exercise of the Options granted under the Stock Incentive Plan shall be so issued as fully paid and non-assessable Shares.

Pursuant to the Stock Incentive Plan, in no event can the number of Shares issued from treasury to satisfy the payment of vested Options exceed 2% of the issued and outstanding Shares at the time.

The Stock Incentive Plan further provides that (i) the aggregate number of Shares reserved for issuance at any time to any one Eligible Participant shall not exceed 3% of the issued and outstanding Shares at such time, (ii) the aggregate number of Shares issued to any one insider under the Stock Incentive Plan or any other proposed or established share compensation arrangement within any one-year period shall not exceed 3% of the issued and outstanding Shares as such time, (iii) the aggregate number of Shares issuable at any time to insiders and associates of such insiders at any time under the Stock Incentive Plan or any other proposed or established share compensation arrangement shall not exceed 5% of the issued and outstanding Shares, and (iv) the total number of Shares issued to insiders and associates of such insiders under the Stock Incentive Plan or any other proposed or established share compensation arrangement within any one-year period shall not exceed 5% of the issued and outstanding Shares.

For each grant of Options under the Stock Incentive Plan, the Board shall (i) designate the Eligible Participants who may receive Options, (ii) fix the number of Options to be granted to each Eligible Participant, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”), which shall not be less than the market value of such Shares at the time of the grant, and (iv) determine the relevant vesting provisions, including performance criteria, if any, and the term of the Option which shall not exceed ten years (the “Option Term”), the whole subject to the terms and conditions of the Stock Incentive Plan. For purposes of the Stock Incentive Plan, the “market value” of the Shares shall be: (i) if the grant is made outside a black-out period, the greater of (a) the volume weighted average trading price of the Shares on the TSX for the five trading day-period ending on the last trading day before the day on which the Option is granted and (b) the closing market price of a Share on the TSX on the last trading day before the day on which the grant is approved; or (ii) if the grant is approved by the Board or the HRCG Committee on a day that is in a black-out period or within five trading days after the end of a black-out period, then the grant will be deemed to have been made on the 6^{th} trading day following the end of such black-out period a the market value shall be equal to the greater of (a) the volume weighted average trading price of the Shares on the TSX for the five trading day-period ending on the last trading day before the day on which the Option is deemed to be granted and (b) the closing market price of a Share on the TSX on the last trading day before the day on which the Option is deemed to be granted.

Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options. Should the Option Term for an Option end during a black-out period or before 10 trading days following the end of a black-out period, unless

such extension would result in tax penalties or violate Section 409A of the United States Internal Revenue Code of 1986, as amended, such Option Term shall be automatically extended without any further act or formality to that date which is the 10th trading day after the end of the black-out period, such 10th trading day to be considered the expiration date for such Option for all purposes under the Stock Incentive Plan.

Prior to its expiration or earlier termination in accordance with the Stock Incentive Plan, Options are exercisable in whole or in part and at such time or times and/or pursuant to performance criteria or other vesting conditions as the Board may determine in its sole discretion at the time of granting the Option.

With the consent of the Board, a Participant may, rather than exercise the Option which the Participant is entitled to exercise under this Stock Incentive Plan, elect to surrender all or a portion of such Option to the Corporation and receive in consideration the number of Shares, disregarding fractions, which, when multiplied by the market value of the Shares to which the surrendered Option relate, have a value equal to the product of the number of Shares to which the disposed Option relate multiplied by the difference between the market value of such Shares and the Option Price of such Option, less any amount withheld on account of income taxes, which withheld income taxes will be remitted by the Corporation. The market value of the Shares shall be the volume weighted average trading price of the Shares on the TSX for the five trading day period ending on the last trading day before the day on which the Option is exercised or surrendered. Only the number of Shares so received shall be deducted from the reserve in such a case.

Options are personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant.

If a Participant's employment is terminated for cause, Options terminate on the effective date of the termination or the date specified in the notice of termination.

In the event of the death of a Participant, his/her vested Options at the time of death must be exercised by his/her heirs within 180 days of the Participant's death or prior to the expiration of the original term of such Options, whichever occurs earlier.

In the event of the injury or disability of a Participant any vested Options on the date of the Participant's termination of employment may be exercised by the Participant; however such Options shall only be exercisable within 2 years after the cessation of employment (or the effective date on which the Participant becomes eligible long-term disability benefits) or prior to the expiration of the original term of such Options, whichever occurs earlier.

Upon the retirement of a Participant, any vested Option may be exercised by the Participant within 4 years after the retirement date or prior to the expiration of the original term of such Options, which ever occurs earlier. Unvested Option (or part thereof) shall continue to vest during 2 years after the date of retirement.

If a Participant's employment is terminated other than for cause, by death, disability or retirement, any Options may be exercised if they have vested at the time of termination or cessation of employment. Such Options are exercisable for a period of 90 days after the termination date or prior to the expiration of the original term of such Options, whichever occurs earlier.

In the event a Participant takes a voluntary leave of absence, any Options may be exercised by the Participant as the rights to exercise such Options accrue, and such Options shall remain fully exercisable until expiration of the original term of such Options.

The Board may make such changes as it considers appropriate, in its discretion, including changing the vesting conditions and/or the date on which any Option expires in the event of a change of control or other transaction (such as a reorganization, an amalgamation, an arrangement or a take-over bid for all of the Shares or the sale or disposition of all or substantially all of the property and assets of the Corporation).

Under the Stock Incentive Plan, shareholder approval is required in order to make any of the following changes:

changing the amendment provisions of the Stock Incentive Plan;
increasing the maximum number of Shares that can be issued under the Stock Incentive Plan;
making a change to eliminate or exceed the insider participation limits set out under the Stock Incentive Plan;
reducing the exercise price or cancelling an Option and substituting such Option by a new Option with a reduced price;
extending the term of an Option beyond its original expiry date, except in case of an extension due to a blackout period;
any amendment which would permit any Option granted under the Stock Incentive Plan to be transferable or assignable other than as contemplated by the Stock Incentive Plan;
any amendment which would allow non-employee directors to be eligible for awards under the Stock Incentive Plan; or
any other change that requires us to receive shareholder approval according to regulatory requirements or TSX policies.

The Board can use its discretion to make the following changes without shareholder approval, provided that such changes comply with regulatory requirements, which may include but are not limited to:

making changes of a "housekeeping" or clarification nature;

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changing the vesting provisions of an Option; or
changing the category of people who may participate in the plan, unless the change increases the participation of insiders.

The Board may generally amend the Stock Incentive plan or any Option without the consent of the participants to whom Options were granted provided that such amendment shall not adversely alter or impair such Options.

The Stock Incentive Plan also provides that the term of an Option may not be extended beyond 10 years. This is separate from extending the term by 10 days if the Option expiry date falls within a trading black-out period, or during the 10 days immediately after the black-out period has been lifted.

Grants are personal and cannot be assigned or transferred, except by will or by the applicable laws of succession. ACT does not provide for any financial assistance under the Stock Incentive Plan.

The following provisions apply to Option grants upon the termination of employment of participants to whom they were granted:

Termination for cause: All unexercised Options will terminate on the participant's termination date.
Death: Vested Options will remain exercisable by the liquidator, executor or administrator within 180 days after the participant's death, subject to Options expiry date.
Injury or disability: Vested Options will remain exercisable for up to two years after a disability of injury related terminations (subject to Options expiry date).
Retirement: A clear definition of retirement aligned with the Share Unit Plan is provided along with a section providing retiring optionees with up to four years from the date of their retirement to exercise their Options (subject to Options expiry date). Unvested Options continue to vest during two years after retirement (subject to Options expiry date).

B. Summary of Share Unit Plan of Alimentation Couche-Tard Inc.:

Following a review of the Phantom Stock Unit Plan so as to ensure its continued relevancy for incentivizing performance and favouring talent retention, and upon recommendation of the HRCG Committee, the Board adopted an amended and restated Share Unit Plan on June 29, 2020, (the "SUP"). Of note, was the introduction of a formal distinction between time-based share units now called Restricted Share Units ("RSUs"), and performance-based units now called Performance Share units ("PSUs", and RSUs and PSUs are together referred to as "Share Units"). In addition, the SUP was amended to permit participants to benefit from dividend accruals by crediting notional dividends to a participant's account in the form of additional Share Units upon the payment of normal cash dividends on Shares, as well as to adopt other changes aligned with market practices. In May 2021, the SUP was further amended in order to add clarification as to the payment of Share Units in a situation where an eligible participant ceases to be an employee of the Corporation after the date of vesting of Share Units, but prior to their payment. In November 2022, upon recommendation of the HRCG Committee, the Board adopted an amended and restated SUP to clarify the meaning of Dividend Market Value.

All employees of the Corporation are eligible to receive awards under the SUP, but eligibility to participate does not confer upon any person a right to receive an award pursuant to the SUP. In determining Share Units to be awarded under the SUP, the Board or the HRCG Committee, as the case may be, shall give due consideration to the value of each Eligible Participant's present and potential future contribution to the Corporation's success. The SUP was designed to provide eligible participants with the opportunity to participate in the long-term success of the Corporation, to promote a greater alignment of their interests with those of shareholders, to reward eligible participants for their performance of services while working for the Corporation and to provide a means through which the Corporation may attract, motivate and retain key personnel.

The SUP is administered by the HRCG Committee.

For each award of Share Units under the SUP, the HRCG Committee shall (i) designate the eligible participants who may receive Share Units (the "Participant"), (ii) determine the number of Share Units (including fractional Share Units) to be credited to each Participant, having regard to the market value of the Shares at the time of the grant, the whole subject to the terms and conditions of the SUP. For the purpose of such determination, the "market value" of the Shares shall be (i) if the award is made outside a black-out period, including if the award is declared outside a black-out period as part of a periodic grant program but with an effective award date that falls within a black-out period, the volume weighted average trading price of the Shares on the TSX for the five trading day period ending on the last trading day before the award date or, if not available, the last available closing market price of the Shares at the time of the award or (ii) if the award is made during a black-out period, the volume weighted average trading price of the Shares on the TSX for the five trading day period following the last day of such black-out period, in such case the award date being deemed to be the 6th trading following the last day of such black-out period.

With respect to each award of PSUs, the HRCG Committee shall also determine the performance measures and objectives that shall determine the proportion, not exceeding 200% of such awarded PSUs becoming vested PSUs, as well as the performance period, the whole subject to the terms and conditions of the SUP. The Committee may also, in its absolute discretion, at any time after the date of an award of PSUs and prior to the payment of the award, make adjustments to the performance measures and objectives

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where a relevant indicator of performance no longer exists, has materially changed of is no longer relevant. The performance period, unless otherwise specified by the Committee at the time of granting of the award, shall be the three years period commencing at the beginning of the fiscal year in which the award is granted (the "Performance Period"), and shall also be the restricted period for purposes of time-vesting of RSUs.

As of July 1, 2020, all outstanding Share Units benefit from dividend accruals in the form of additional Share Units upon payment of normal cash dividends on Shares (the "Dividend Equivalents").

With respect to each award of PSUs, following the completion of a Performance Period applicable to an award, the HRCG Committee shall assess the performance in light of the measures identified and the objectives set for such Performance Period. The HRCG Committee shall then determine the percentage, not to exceed 200%, of performance achieved during the Performance Period (the "Vesting Percentage") applicable to the award. In making its determination, the HRCG Committee may set the Vesting Percentage at a higher percentage (not to exceed 200%) than would have resulted based solely on the performance measures and objectives.

The number of PSUs that will vest for a Participant will correspond to the number of PSUs granted to such Participant on the grant date (including Dividend Equivalents) multiplied by the Vesting Percentage (the "Vested PSUs").

With respect to each award of RSUs, RSUs (including Dividend Equivalents) credited to the account of a Participant who is still in the active employment of the Corporation as of the end of the Performance Period shall become vested at that time (the "Vested RSUs").

Participants are entitled to receive payment in cash for each Vested PSUs and each Vested RSUs in an amount equal to the number of Vested PSUs multiplied by the volume weighted average trading price of the Shares on the TSX for the five trading day period immediately preceding the date or dates determined by the HRCG Committee as the date(s) on which all or part of an award shall be valued (the "Valuation Date") and thereafter be paid, less any applicable withholding taxes.

Upon a Participant's retirement, if a Participant's employment is terminated other than for cause, or if a Participant becomes disabled (as defined in the SUP), a pro-rated payment amount based on the amount of time such Participant was actively employed during the Performance Period will become payable to the Participant: (i) in the case of PSUs, at the end of the Performance Period if performance conditions are met, and (ii) in the case of RSUs, within 30 days from the separation date, provided that the Valuation Date shall be deemed to be the separation date or the date the Participant became Disabled, as applicable, and provided that the Participant shall cease to accumulate Dividend Equivalents as of the separation date.

Upon the death of a Participant, subject to any express resolution of the HRCG Committee, a pro-rated payment amount based on the amount of time such Participant was actively employed during the Performance Period will become payable to the Participant: (i) in the case of PSUs, at the end of the Performance Period if performance conditions are met, and (ii) in the case of RSUs, within 90 days from the date of death, provided that the Valuation Date shall be deemed to be the date of death, and provided that the Participant shall cease to accumulate Dividend Equivalents as of the date of death.

Upon the termination of a Participant's employment for cause or for any other reason than those specified above, any unvested Share Units credited to such Participant's account shall be forfeited and cancelled along with any Dividend Equivalent in relation to such Share Units.

The SUP also provides that in the event of a termination due to a Change of Control (as defined in the SUP), all outstanding Share Units shall vest immediately at a Vesting Percentage of 100%, or such higher percentage as may be determined by the HRCG Committee.

Each Share Unit awarded under the SUP is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant.

C. Summary of Deferred Share Unit Plan

Effective June 29, 2020, the Board approved, following a recommendation of the HRCG Committee, an amended and restated Deferred Share Unit Plan (the "DSUP") in order to ensure its continued relevancy for incentivizing performance and favouring talent retention. The Board approved further amendments to the DSUP on March 17, 2021 in order to comply with certain US taxation rules, on November 22, 2022 in order to clarify the meaning of Dividend Market Value, and on April 26, 2023 in order to clarify conditions of payment following the Retirement of an employee. The DSUP, as amended, is designed to enhance the Corporation's ability to attract and retain talented individuals to serve as members of the Board and in executive positions, to promote alignment of interests between participants and shareholders and to assist participants in fulfilling their respective Share Ownership Requirements.

The DSUP is administered by the HRCG Committee.

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For the purpose of the DSUP, "Eligible Directors" are those directors who are not employees of the Corporation and are designated as such by the Board and "Eligible Employees" are those employees of the Corporation and are designated as such by the Board. When such Eligible Directors or Eligible Employees are granted Deferred Share Units ("DSUs"), they are also referred to as "Participants". DSUs issued under the DSUP can only be settled in cash.

For each fiscal year, in addition to any additional portion elected to be received in the form of DSUs, each Eligible Director shall receive in the form of DSUs (the exact number of which, rounded down to the next whole DSU, being calculated using the fair market value at the time of the grant) 50% of the amount of the annual retainer payable to such Eligible Director in respect of his or her duties as a director of the Corporation for such fiscal (the "Director Annual DSU Remuneration").

Participation in the DSUP by Eligible Employees remains entirely at the Eligible Employee's discretion, since no given portion of an Eligible Employee's annual remuneration has been determined by the Board to be mandatorily payable in DSUs. For the purpose of the DSUP, Eligible Employees may elect to receive in the form of DSUs (i) a portion of the short-term incentive compensation instead of in cash, and/or (ii) all of the RSU portion of the long-term incentive compensation payable to such Eligible Employee in respect of his or her duties and performance as an employee of the Corporation with respect to a fiscal year (the "Employee Annual DSU Remuneration"). With respect to the short-term incentive compensation, an Eligible Employee may be permitted to, as determined by the Board, to defer up to 50% of his or her short-term incentive compensation into DSUs ("Match Eligible Remuneration") and receive Matching DSUs in respect of such deferral. On the same date as DSUs are granted to a Participant in respect of a deferral of Match Eligible Remuneration, additional DSUs may be granted to the Participant as a matching grant of DSUs ("Matching DSUs"). The number of Matching DSUs granted shall be equal to 25% of the first 50% of DSUs granted in respect of the Participant's deferral of Match Eligible Remuneration, or such other matching percentage designated by the Board from time to time. The first DSUs had been issued to Eligible Employees prior to 2020.

The number of DSUs (including Matching DSUs, as applicable) to be credited to an Eligible Director or Eligible Employee's notional account shall be determined by dividing (in) in the case of Eligible Directors, the dollar value of the Director Annual DSU Remuneration and (ii) in the case of Eligible Employees the approved dollar amount of the Employee Annual DSU Remuneration, by the fair market value at the time of the grant. The "market value" used for purposes of calculating the amount of DSUs so to be granted shall be the volume weighted average trading price of a Share on the TSX for the five trading days immediately preceding the date of calculation or such other manner as is required or allowed by the rules and policies of the TSX, or, if not available, the last available closing market price of the Shares preceding the time of the grant.

A Participant shall be entitled to receive Dividend Equivalents in the form of additional DSUs as of each dividend payment date in respect of which normal cash dividends are paid on the Shares during the period between the date the DSUs have been awarded and the Termination Date.

Unless otherwise determined, DSUs, including any Dividend Equivalents, vest immediately upon being granted. Matching DSUs, including any Dividend Equivalents, will vest in accordance with the vesting schedule set forth in the Participant's grant notice which shall be, unless otherwise determined by the Board, at a rate of 1/3 per year on the anniversary date of the grant, over a period of three years.

No Participant will have any right to receive any payment under the DSUP until he or she ceases to be an Eligible Director (and is not at that time an employee of the Corporation) or an Eligible Employee (and is not at that time a Director) for any reason (other than for cause), including by death, disability, retirement or resignation (a "Termination Date").

Once a Termination Date occurs for a given Participant not subject to United States taxation, such Participant (or its legal representative in the case of death) will be entitled to file up to two redemption notices requesting settlement of all or part of the vested DSUs credited to its account by way of a cash payment calculated using the market value on the date of such filing. The "market value" means the volume weighted average trading price of a Share on the TSX for the five trading days immediately preceding the date of calculation. Should no redemption notice be filed, then the Participant will be deemed to have filed a redemption notice for all its DSUs on December 1 of the first calendar year commencing after the date of the Participant's Termination Date (other than as a result of the Participant's death while serving as an Eligible Director or an Eligible Employee, in which case the determination of the market will be the date of the Participant's death).

Once a Termination Date occurs for a given Participant subject to United States taxation, such Participant will be entitled to receive the payment of their DSUs on the Distribution Date, meaning the earlier of (a) the date that is six months and one day following the Termination Date, and (b) the 30th day following the date of death of the Participant.

The DSUP also provides that in the event of a Change of Control (as defined in the DSUP), the Board may make such provision for the protection of the rights of the Participants as the Board, in its discretion considers appropriate in the circumstances, including without limitation, providing for substitute or replacement deferred share units of the continuing entity (unless substitution or

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replacement of the outstanding DSUs is deemed impossible or impractical by the Board, in its sole discretion). Notwithstanding the foregoing, no Participant will be entitled to receive payment for, or in respect of, any DSUs on or before his or her Termination Date.

Finally, in the event of termination of employment for cause (or resignation contemporary to the discovery by the Corporation of any basis or grounds for termination for cause), all DSUs granted, vested or credited in favor of a Participant will be forfeited and cancelled effective immediately upon such termination and such Participant will not be entitled to any payment, benefit or other right under the DSUP.

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Appendix D

Shareholder Proposal No.1: Minimizing all forms of waste (translated from French)

Argumentation submitted by the MÉDAC in support of its proposal

"It is proposed that the company adopts a policy to reduce waste within its operations by setting goals and determining an action plan to minimize all forms of waste."

In April, the National Assembly of Quebec was presented with Bill 697, whose main objectives were as follows:

Reduce food waste in Quebec by half by 2030;
Require processors, distributors, and retailers to establish donation agreements for their unsold edible products with organizations;
Create a public register to list unsold products from manufacturers, distributors, and retailers;
Prohibit the intentional rendering of unsold products unfit for consumption (e.g., by spraying garbage cans with bleach).

In 2023, an investigation by Les Coops de l'information revealed that Couche-Tard was discarding aluminum cans, plastic bottles, and cardboard containers containing beverages that had passed their "best before" date or were about to reach it.

Considering the importance placed by the population on responsible behavior from its top leaders, we propose this initiative to minimize waste within organizations.

Response from the Corporation

At Alimentation Couche-Tard, we are committed to being a responsible retailer, and waste management is a key component of our sustainability strategy. We have implemented a robust, globally aligned framework to ensure consistent performance across our decentralized operations. Despite operating in 29 countries and territories, each business unit follows clearly defined waste management procedures guided by our global Waste Management Guideline. These include the identification, sorting, and quantification of waste streams; safe storage, transport, and treatment in compliance with local regulations; prohibition of open burning or environmental discharge; regular audits of waste transport providers; and mandatory training for team members involved in waste handling. This structure ensures a shared commitment to environmental compliance while allowing flexibility to meet local requirements.

We have made measurable progress in reducing waste and improving resource efficiency across our global network. In the United States, 66 tons of cardboard were recycled at 15 pilot sites using small-format balers. At our Laval Distribution Centre in Eastern Canada, over 200 metric tons of cardboard, paper, plastic, and metal were recycled, and the use of reusable bins and trays has significantly reduced single-use packaging. Our product diversion program allows employees to purchase damaged goods at cost, minimizing waste while offering a practical benefit. Across North America and Europe, over 40 million single-use cups have been eliminated through the promotion of reusable alternatives. In Florida, a new waste stream diverted 2.5 tons of plastic from landfills. Our partnership with Too Good To Go has saved over 2 million meals, avoiding more than 3.4 million kilograms of $\mathrm{CO}_{2}\mathrm{e}$ emissions, with the program now active in over 8,000 stores. Local leadership plays a key role, with "Waste Champions" in Ireland and dedicated training modules deployed in Canada through our Workday platform.

Our operations comply with a wide range of environmental regulations, and we tailor our waste management practices to the infrastructure available in each market. While we do not currently aggregate global waste handling data due to our decentralized structure, each business unit adheres to local audit and reporting requirements. We continue to explore opportunities to evolve and enhance our global waste management processes, with the goal of achieving the highest standards of environmental performance and risk mitigation across all regions in which we operate.

Consequently, the Board of Directors considers it is neither advisable nor necessary to adopt this proposal, and recommends voting AGAINST this proposal.

Shareholder Proposal No. 2 - Disclosure of languages mastered by employees (translated from French)

Argumentation submitted by the MÉDAC in support of its proposal

Alimentation Couche-Tard Inc. • 2025 Management Information Circular

"It is proposed that the languages required by the company for employees be disclosed, broken down by jurisdiction, for all territories (countries, states, provinces) where the company operates."

At the time of hiring, a candidate's skills are assessed to determine if they meet the job requirements. Among these skills are necessarily their language competencies. This information is known to all companies. In its statistical form, this information is of interest to everyone. A recent survey revealed that a strong majority of Quebecers were in favor of disclosing this information.

In recent years, several public controversies over language have tarnished the reputation of major companies regarding their social responsibility and their interpretation of their duties and obligations concerning diversity, inherent in our societies. Language, embedded in the heart of our democratic institutions, is indeed a fundamental attribute of the community. It is essential to avoid such situations, harmful in every respect, from recurring. Therefore, it is appropriate for all interested parties (stakeholders) to know, through formal and official disclosure, the languages required by the company for its employees.

Obviously, by "mastery" of the language, it is understood to mean a sufficient level of language to allow its generalized use orally and in writing, in all spheres of activity of individuals, both moral and physical, i.e., a sufficient level of language to enable each person to fully and entirely assume their duties and functions.

Response from the Corporation

The Corporation upholds and complies with the Charter of the French Language (the "Charter") and adheres to all requirements related to the French language in the course of its business activities and operations in the Province of Québec. We also comply with all applicable laws and regulations relating to language in all jurisdictions in which we operate. It should be noted that the Corporation already discloses the languages spoken by its Board members and NEOs in its Circular.

Collecting the requested data from our employees requires employee consent and voluntary, unverifiable self-reporting, which is neither appropriate nor useful for shareholders given the international footprint of our operations. In addition to being broad and costly, the requested disclosure exceeds industry standards as it relates to the collection of personal information, which, in accordance with applicable laws, must only be collected for valid purposes.

Further, in compliance with the Charter, if an employee located in the Province of Quebec is required to use a language other than French in his/her duties, we report it to the Office québécois de la langue française. The Corporation may require its employees to use English in addition to French in the course of their duties if their position requires them to interact with individuals outside of the Province of Québec, the whole in accordance with the requirements set forth in the Charter. Those Québec-based employees for whom the Corporation requires both French and English are either part of a global function, are executives or otherwise employees supporting operations outside of Québec in the Eastern Canada Business Unit.

Consequently, the Board of Directors considers it is neither advisable nor necessary to adopt this proposal as framed, and recommends voting AGAINST this proposal.

Shareholder Proposal No. 3 - Disclosure of languages mastered by executives (translated from French)

Argumentation submitted by the MÉDAC in support of its proposal

"It is proposed that the languages mastered by members of the management be disclosed in the proxy solicitation circular."

In 2023, we submitted a shareholder proposal requesting the disclosure of languages mastered by the directors of about twenty public companies. Following discussions, almost all of these companies — including the 7 major banks — agreed to disclose this information. This new proposal aims to disclose the same information regarding executives, at a minimum the "targeted senior management members".

In recent years, several public controversies over language have tarnished the reputation of major public companies regarding their social responsibility and their interpretation of their duties and obligations concerning diversity, inherent in our societies. Language, embedded in the heart of our democratic institutions, is indeed a fundamental attribute of the community. It is essential to avoid such situations, harmful in every respect, from recurring. Therefore, it is appropriate for all interested parties (stakeholders) to know, through formal and official disclosure, the languages mastered by its executives. Obviously, by "mastery," it is understood to mean a sufficient level of language to allow its generalized use, in all spheres of activity of individuals, both moral and physical; a sufficient level of language to enable each executive to fully and entirely assume their duties and functions with their teams, shareholders, and all parties.

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Response from the Corporation

The Corporation upholds and complies with the Charter and adheres to all requirements related to the French language in the course of its business activities and operations in the Province of Québec. We also comply with all applicable laws and regulations relating to language in all jurisdictions in which we operate.

As a global corporation, we seek in our executive management team a diversity of skills, education, geographical representation, business background, cultural background, global expertise, independence, financial and operational skills and sector and geographic knowledge that meet our strategic needs and priorities. Our managers speak different languages in addition to English. Our operations span several continents; in Europe, for instance, we have to deal with a wide variety of languages, sometimes within the same country, and must therefore adopt a global management approach. Given the international nature of our operations, the fact that our executives speak various languages enables each executive to fully and entirely assume their duties and functions within their respective geographic regions, thereby ensuring that the Corporation's reputation for social responsibility remains untarnished. Moreover, in a further step toward transparency, we now disclose the languages mastered by our NEOs in the biographies listed under the "Our 2025 Named Executive Officers" section starting at page 58 of this Circular.

The Board of Directors believes that the Corporation's current approach to addressing language diversity among its officers, by ensuring they are able to fulfill their duties and responsibilities, is appropriate, and that additional disclosure regarding the languages mastered by officers in the Circular would not provide valuable information to shareholders given the global nature of the Corporation's activities.

Consequently, the Board of Directors considers it is neither advisable nor necessary to adopt this proposal, and recommends voting AGAINST this proposal.

Shareholder Proposal No. 4 - Advisory vote on environmental policies (translated from French)

Argumentation submitted by the MÉDAC in support of its proposal

"It is proposed that the company adopts an annual advisory vote policy regarding its environmental and climate objectives and action plan."

Since the adoption in 2019 of certain amendments to the Canadian Business Corporations Act ("CBCA"), directors can consider, among other things, the interests of shareholders, employees, creditors, consumers, governments, and the environment in their decision-making. More recently, a public interest bill was introduced in the Senate, which could eventually be called the Twenty-First Century Business Act (the "Bill S-285"), proposing substantial amendments to the CBCA. In the legislative proposal, the "purpose" of commercial enterprises is defined while linking the fiduciary duties of directors and officers to this new concept. According to a potential new article of the CBCA, the "purpose of a company" would be:

"to best serve its interests while ensuring:

to bring proportional benefits to the community and the environment relative to its size and the nature of its activities;
to reduce, with a view to complete elimination, any harm it may cause to the community and the environment".

This concern of the legislator for environmental issues reflects the shareholders' and society's overall concern for environmental issues and the impact that organizations can have on it. We therefore ask the board of directors to reconsider its position regarding our proposal. Given that this proposal received a high percentage (16.99%) of votes in its favor in the past, we are resubmitting it.

Response from the Corporation

Since 2019, we have been advancing our sustainability journey with a strong focus on transparency, stakeholder engagement, and long-term value creation. In 2020, we formalized our approach by embedding sustainability into our strategic thinking and decision-making processes. This led to the launch of our Sustainability Framework in fiscal 2021, structured around the three core pillars of People, Planet, and Prosperity. The framework reflects insights gathered from stakeholders, investors, and business leaders, and serves as a guiding lens across our operations.

Oversight of our environmental, social, and governance (ESG) commitments is provided by the Board of Directors through the Human Resources and Corporate Governance Committee (HRCG). This includes monitoring climate-related risks and opportunities, as well as the Corporation's broader environmental impact. With nearly 17,000 stores globally, we are actively working to reduce our footprint by expanding renewable fuel offerings, growing our electric vehicle charging network, and implementing energy and water

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efficiency measures. We also continue to collaborate with suppliers to introduce more sustainable packaging and to assess climate-related risks and opportunities, as outlined in our Sustainability Report.

In fiscal 2025, we published our third report aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We also completed a screening-level assessment of Scope 3 emissions, identifying upstream emissions from purchased goods and services and downstream emissions from the use of sold products as material categories, both of which were disclosed in our 2024 Sustainability Report. Our ESG reporting aligns with recognized frameworks such as the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB), reinforcing our commitment to transparency and continuous improvement. Our reporting index is available at: https://corpo.couche-tard.com/en/sustainability.

Given our ongoing progress on our sustainability journey and considering the added weight on governance that an advisory vote on our environmental policies would raise, we believe that the Board, together with management, are in the best position to fully assess and oversee the deployment of the Corporation's ESG strategies, the Board of Directors therefore recommends a vote AGAINST this proposal.

Shareholder Proposal No. 5 - In-person annual shareholder meetings (translated from French)

Argumentation submitted by the MÉDAC in support of its proposal

"It is proposed that the company's annual meetings be held in person, with virtual meetings added as a complement, without replacing in-person meetings."

Since 2020, when annual meetings began to be held virtually due to COVID-19 health restrictions, we have made numerous criticisms regarding the conduct of these meetings.

In the OECD Governance Principles, it is written:

"[...] care must be taken to ensure that remote meetings do not reduce, compared to physical meetings, the opportunities for shareholders to engage with boards and executives and ask them questions. Some jurisdictions have provided guidelines to facilitate remote meetings, particularly regarding the handling of questions submitted to shareholders, their responses, and their dissemination, to ensure transparent review of questions by boards and executives, including how questions are collected, combined, processed, and communicated. These guidelines may also address how to manage disruptions related to technological tools that may hinder remote access to meetings".

Virtual meetings offer recognized benefits, but they should not allow for the absence of in-person meetings. Like Teachers'28, we believe that annual shareholder meetings should be held in person, with virtual meetings added as a complement (in a hybrid format, as all banks did in 2023), without replacing in-person meetings. It is understood that all shareholders must enjoy the same rights, regardless of their mode of participation, in person or remotely.

Given that this proposal received a high percentage (36.31%) of votes in its favor in the past, we are resubmitting it.

Response from the Corporation

The Corporation has opted to hold its annual meeting in a video webcast format. To further enhance transparency and shareholder engagement, the Corporation will publish on its website the questions submitted and the responses provided during the annual general meeting. Virtual meetings have become increasingly popular due to the significant advantages they offer, including the equal footing of all shareholders and proxyholders around the world to participate in the fundamental decisions that are to be made during the meeting, the significant carbon footprint reduction of virtual meetings compared to in-person or hybrid meetings, as well as the minimized meeting-related costs for the issuer, the shareholders and other participants. With the adoption of a virtual format and streamlined procedures, the Corporation's annual meetings now cause minimal disruption to shareholders' schedules, allowing for efficient participation with reduced time commitment.

Beyond these considerations, the Corporation recognizes that regardless of the meetings' format, it is crucial that its shareholders and proxyholders are afforded the same rights and opportunities to vote and participate as they would have at an in-person meeting. During the virtual meetings, shareholders and proxyholders can vote, propose motions, raise points of order, and meaningfully communicate with ACT's management and directors and with other shareholders. The Corporation is also committed to maintaining transparent communication and fostering open, ongoing dialogue with all shareholders and investors beyond the annual meeting forum.

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Given our geographically diverse shareholder base and the significant carbon footprint reduction of virtual meetings compared to in-person or hybrid meetings, the Board of Directors therefore recommends a vote AGAINST this proposal.

Shareholder Proposal No. 6 - Emission reduction strategy

Argumentation submitted by SHARE in support of its proposal

"Shareholders request that Alimentation Couche-Tard ("ACT") disclose an emissions reduction strategy including mid-term greenhouse gas emissions ("GHG") reduction targets covering material Scope 1 and 2 emissions and aligned with the goals of the Paris Agreement. Recognizing the company has quantified material Scope 3 emission categories, the strategy should also articulate an approach to address these emissions. The company should, at reasonable expense and excluding proprietary information, publish the above by the 2026 Annual Meeting of Shareholders."

In current disclosures, ACT recognizes the materiality of climate change and the related risks to which it is exposed, including regulatory, legal, technology, market, and reputation risks, all of which threaten shareholder value if left unaddressed. ACT has described likely financial and strategic impacts of these risks to its business, including decreased revenues due to reduced demand for its products and services, and innovations in the market that outpace its ability to adapt. Given the scope of these transition risks, the company must set clear emission reduction targets and implement an effective abatement strategy to manage them.

ACT has a goal to reduce net Scope 1 and 2 emissions from energy consumption by 50% by 2025 compared to a 2020 baseline, including the use of carbon credits, and a "carbon neutrality" goal for net Scope 1 and 2 emissions from energy consumption by 2030, including the use of carbon credits. The portion of Scope 1 and 2 emissions covered by these targets and the extent to which carbon credits are relied on to achieve them remain undisclosed leaving investors to guess at possible emissions coverage and reduction scenarios. The lack of transparency about the use of carbon credits may also expose ACT to legal risks and may invite the perception of greenwashing.

In addition, although ACT quantified its material Scope 3 emissions (categories 1 and 11) for the first time in 2024, it does not articulate a coherent approach to reduce these emissions.

Internationally recognized standards including the International Financial Reporting Standards and GHG Protocol provide guidance for emissions reporting and targets. ACT's current goals fall short of these recognized methodologies, creating a lack of clarity for investors.

In sharp contrast to ACT, the company's self-identified peers Costco and Empire disclose unambiguous Scope 1 and 2 emissions reduction mid-term targets with plans that identify the factors driving reductions. Regarding Scope 3 emissions, Costco plans to expand its EV charging offerings and has a fuel transition plan detailing to investors its strategy to decarbonize.

Setting fulsome and comprehensible GHG emission targets is critical to ensure ACT's resilience, competitiveness, and long-term viability in a changing regulatory and market landscape. Investors should be able to understand, in absolute terms, how much a company plans to reduce its emissions and how these reductions map against each scope. ACT can assure investors that it understands and is managing its emissions profile and associated climate risks by disclosing Paris-aligned GHG reduction targets covering material emissions.

Response from the Corporation

The Corporation has demonstrated a clear and sustained commitment to climate-related transparency and action. As outlined in its 2024 Sustainability Report, the Corporation has already established ambitious Scope 1 and 2 greenhouse gas emissions reduction targets for 2025 and another for 2030. Moreover, the Corporation has outlined its efforts to reduce its Scope 3 emissions across the various geographies in which it operates and during 2023, the Corporation completed a screening-level assessment to better understand our relevant Scope 3 emission categories, in line with the GHG Protocol Corporate Value Chain (Scope 3) Standard. Results from this screening exercise revealed that, in total, upstream emissions from purchased goods and services (more specifically fuel and merchandise) and downstream emissions from the use of sold products (fuel), were identified as material categories and disclosed in our Sustainability Report for 2024.

These targets are part of a broader strategy that includes initiatives such as expanding renewable fuel offerings, enhancing electric vehicle charging infrastructure, and implementing energy efficiency upgrades across the Corporation's operations. These disclosures reflect a proactive and pragmatic approach to climate risk management, balancing ambition with the operational,

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infrastructural, regulatory and market realities of a geographically diverse business environment. Ambitions that may be realistic and achievable within a specific timeframe in one market may not be feasible or appropriate in another, and the Corporation's strategy is therefore calibrated to pursue meaningful progress towards its ambitions while remaining responsive to the distinct challenges and opportunities present in each operating environment and jurisdiction.

Given SHARE's objectives are already substantively addressed through the Corporation's existing commitments and disclosures, the Board of Directors therefore recommends a vote AGAINST this proposal.

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Appendix E

Non-IFRS Accounting Standards Measures

To provide more information for evaluating the Corporation's performance, the financial information included in our financial documents contains certain data that are not performance measures under IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), which are also calculated on an adjusted basis to exclude specific items. Those performance measures are called "Non-IFRS Accounting Standards measures". We believe that providing those Non-IFRS Accounting Standards measures is useful to management, investors, and analysts, as they provide additional information to measure the performance and financial position of the Corporation.

The following Non-IFRS Accounting Standards financial measures are used in our financial disclosures:

Gross profit;
Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA").

The following Non-IFRS Accounting Standards ratio is used in our financial disclosures:

Return on capital employed.

Non-IFRS Accounting Standards financial measures and ratios are mainly derived from the consolidated financial statements but do not have standardized meanings prescribed by IFRS Accounting Standards. These Non-IFRS Accounting Standards measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS Accounting Standards. In addition, our definitions of Non-IFRS Accounting Standards measures may differ from those of other public corporations. Any such modification or reformulation may be significant. These measures are also adjusted for the pro forma impact of our acquisitions and impacts of new accounting standards if they are considered to be material.

Gross profit. Gross profit consists of Revenues less the Cost of sales, excluding depreciation, amortization and impairment. This measure is considered useful for evaluating the underlying performance of our operations.

The table below reconciles Revenues and Cost of sales, excluding depreciation, amortization and impairment, as per IFRS Accounting Standards, to Gross profit:

(in millions of US dollars)	52-week periods ended
	April 27, 2025	April 28, 2024
Revenues	72,856.8	69,263.5
Cost of sales, excluding depreciation, amortization and impairment	59,835.5	57,165.6
Gross profit	13,021.3	12,097.9

Please note that the same reconciliation applies in the determination of gross profit by category and by geography presented in the section "Summary Analysis of Consolidated Results for Fiscal 2025" of our Management Discussion & Analysis for the 52-week period ended April 27, 2025 available on SEDAR+ at www.sedarplus.ca.

Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA") EBITDA represents Net earnings plus Income taxes, Net financial expenses, and Depreciation, amortization and impairment. This performance measure is considered useful to facilitate the evaluation of our ongoing operations and our ability to generate cash flows to fund our cash requirements, including our capital expenditures program, share repurchases, and payment of dividends.

The table below reconciles Net earnings, as per IFRS Accounting Standards, to EBITDA:

(in millions of US dollars)	52-week period ended	52-week period ended	53-week period ended	52-week period ended	52-week period ended
	April 27, 2025	April 28, 2024	April 30, 2023	April 24, 2022	April 25, 2021
Net earnings	2,592.4	2,732.2	3,090.9	2,683.3	2,705.5
Add:
Income taxes	729.7	715.9	838.2	734.3	653.6
Net financial expenses	512.5	387.9	306.7	281.0	342.5
Depreciation, amortization and impairment	2,105.4	1,760.1	1,525.9	1,545.7	1,358.9
EBITDA	5,940.0	5,596.1	5,761.7	5,244.3	5,060.5

Alimentation Couche-Tard Inc. - 2025 Management Information Circular

Return on capital employed. This measure is considered useful as it provides insights into our ability to generate returns from the total amount of capital invested in our operations and it also helps in assessing our operational efficiency and capital allocation decisions. Earnings before interest and taxes ("EBIT") represents Net earnings plus Income taxes and Net financial expenses. Capital employed represents total assets less short-term liabilities not bearing interest, which excludes the Short-term debt and current portion of long-term debt and Current portion of lease liabilities. Average capital employed is calculated by taking the average of i) the opening balance of capital employed for the 52-week periods and pro forma adjustments and ii) the ending balance of capital employed for the 52-week periods.

The table below reconciles Net earnings, as per IFRS Accounting Standards, to EBIT with the ratio of Return on capital employed, including the pro forma impact of the acquisition of certain European retail assets from TotalEnergies SE:

(in millions of US dollars, unless otherwise noted)	52-week periods ended
	April 27, 2025	April 28, 2024(1)
Net earnings	2,592.4	2,732.2
Add:
Income taxes	729.7	715.9
Net financial expenses	512.5	387.9
EBIT	3,834.6	3,836.0
Pro forma adjustments(2)	—	142.6
EBIT and pro forma adjustments	3,834.6	3,978.6
Capital employed - Opening balance(3)	30,962.0	24,330.7
Pro forma adjustments(4)	—	5,116.3
Capital employed - Opening balance and pro forma adjustments	30,962.0	29,447.0
Capital employed - Ending balance(3)	31,898.7	30,962.0
Average capital employed	31,430.4	30,204.5
Return on capital employed	12.2%	13.2%

(1) The information as at April 28, 2024 has been adjusted based on our final estimates of the fair value of assets acquired and liabilities assumed for the acquisition of convenience retail and fuel sites operating under the MAPCO brand, and for the acquisition of certain European retail assets from TotalEnergies SE.

(2) Represents the pre-acquisition EBIT estimate of the European retail assets acquired from TotalEnergies SE as well as the estimated impact of synergies and required capital expenditures for the same period. EBIT used in determining this adjustment is derived from unaudited financial information. Please refer to the "Forward-Looking Statements" section for additional information on expected synergies.

(3) The table below reconciles balance sheet line items, as per IFRS Accounting Standards, to capital employed:

(in millions of US dollars)	As at April 27, 2025	As at April 28, 2024(1)	As at April 30, 2023
Total Assets	38,301.9	37,218.0	29,058.4
Less: Current liabilities	(7,617.3)	(7,832.9)	(5,166.5)
Add: Short-term debt and current portion of long-term debt	690.2	1,066.8	0.7
Add: Current portion of lease liabilities	523.9	510.1	438.1
Capital employed	31,898.7	30,962.0	24,330.7

(4) Represents the estimated impact of the European retail assets acquired from TotalEnergies SE on the opening balance of capital employed, using the same calculation methodology and based on the final estimates of the fair value of assets acquired and liabilities assumed for this acquisition at the acquisition date.

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Alimentation Couche-Tard Inc. — Proxy Solicitation & Information Statement 2025

44070_rns_2025-07-17_857b9204-13c2-43c6-9411-26120dd4537c.pdf

Alimentation Couche-Tard

Notice of 2025 Annual Meeting of Shareholders and Management Information Circular

Fiscal 2025

CEO transition

Global company

Your vote is important

Notice of our 2025 annual meeting of shareholders and availability of materials

Date, time and place

Business to be transacted at the Meeting

Notice and Access

How to request a paper copy of the Meeting Materials

Attendance and voting at the Meeting

Questions

TABLE OF CONTENTS

87 Appendices

Where to get more information

Forward looking statements

Our Shares, Quorum and Principal Shareholders

Our Voting Shares and Principal Holders Thereof

Our Quorum

Normal Course Issuer Bid ("NCIB")

Voting Information

Notice-and-Access

Who can vote

Registered shareholders

Non-registered shareholders

Appointment of proxyholder

BE SURE TO VOTE BEFORE THE DEADLINE

How your Shares will be voted

Revoking your proxy

How to vote

Option 1: vote by proxy in advance of Meeting

Registered shareholders

Non Registered shareholders

Non Registered shareholders - Employees holding shares under the ESPP

Option 2: vote virtually at the Meeting

Registered shareholders

Non Registered shareholders, including Employees holding shares under the ESPP

Guests

Asking questions at the Meeting

Business of the Meeting

1 Presentation of our consolidated financial statements

2 Appointing of auditor

Non-audit services

3 Election of directors

MAJORITY VOTING POLICY

HOW TO NOMINATE A DIRECTOR TO THE BOARD

4 Voting on our approach to executive compensation

5 Shareholder Proposals

Nominees for election to the Board of Directors

Director Nominees profiles

Alain Bouchard, O.C., O.Q.

Louis Vachon, Lead Director Operating Partner, J.C. Flowers & Co.

Jean Bernier

Karinne Bouchard, CPA

Eric Boyko, CPA

Marie-Eve D'Amours

Janice L. Fields Corporate Director

Eric Fortin

Richard Fortin

Rt. Hon. Stephen J. Harper

Mélanie Kau

Marie-Josée Lamothe, GCB.D

Monique F. Leroux, C.M., O.Q., FCPA, FICD

Alex Miller

Réal Plourde

Louis Têtu

Meeting attendance

Building a balanced Board

Independence

Languages spoken by the Board

Other information about the Director Nominees

Loans to directors and officers

Director Compensation

Our Director Compensation Program

EXECUTIVE DIRECTORS DO NOT RECEIVE DIRECTOR COMPENSATION

Oversight and Benchmarking

Alimentation Couche-Tard Inc. Proxy Solicitation & Information Statement 2025