Alimentation Couche-Tard Inc. (ATD) September 2, 2026 Annual General Meeting Transcript

Good morning, ladies and gentlemen.

My name is Alain Bouchard, founder and executive chairman of the board of Alimentation Couchetard. It is my pleasure to welcome you to our annual shareholder meeting. Here with me this morning, I have Mélanie Charbonneau, Chief of Legal Affairs and Corporate Secretary, Alex Miller, President and CEO, and Philippe De Silva, Chief Financial Officer. I now declare the meeting open in accordance to the corporation's bylaws. As Executive Chairman of the Board, I will chair this meeting, and Ms. Mélanie Charbonneau will act as Secretary, as she is the Chief of Legal Affairs and Corporate Secretary. I will now ask Mélanie to present the agenda and the procedures of the meeting. Thank you, Alaa, and good morning to all. The agenda of the meeting includes, one, the receipt of our audited consolidated financial statements for the fiscal year ended April 26, 2026, together with the auditor's report. Two, the appointment of our independent auditor and the authorization that the Board of Directors has to set its remuneration. Three, the election of directors of the corporation. Four, an advisory vote on our executive compensation approach. And five, the review of and vote on three shareholder proposals. This will be followed by corporate presentations by Alex, Philippe and Alain, as well as a question period. The Chairman will present all proposals. They will not need to be seconded. Only holders of record as of July 8, 2026 and their duly appointed proxies who are registered with our transfer agent and have obtained a control number prior to this meeting may participate, ask questions, and vote at the meeting. All other persons may attend the meeting as guests. Voting is now open on all items of the agenda. Voting on all items is made using a single electronic ballot. You can vote until the chairman closes voting. We encourage you to vote as soon as you can. If you have already voted on the platform and you vote again, it will change your previous vote. If you voted by proxy before the meeting, you do not need to vote again unless you wish to change your vote. All duly registered shareholders and proxy holders may ask questions during the meeting. There are two ways to proceed. Questions can be submitted in writing, during the meeting, using the dialogue box in the message function, or by phone, by leaving your name, telephone number, and the subject of your question, using the dialogue box in the messaging function, to be contacted by telephone during the question period. Questions regarding items on the agenda will be addressed at the time of the discussion on the relevant matters. Questions of any other topic will be addressed at the end of the meeting during question period. So that as many questions as possible are answered, shareholders and proxy holders 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 together, summarized, and answered together. If we do not have the time to address all questions during the meeting, the corporation will publish on its website the questions which we did not have time to answer with the corporation's response. As noted in the Management Information Circular, the Corporation reserves the right to not address questions that are inappropriate, repetitive, unrelated to the business of the meeting, or that concern non-public information. We advise you that some statements we will make today may constitute forward-looking statements issued with the usual provisions. We refer to the cautionary statement regarding forward-looking statements in our management proxy circular. We shall now proceed.

Thank you, Mélanie.

I now appoint the TSX Trust Company as scrutineers for this meeting. We're represented today here by Ms. Francine Beaussejour and Ms. Jenny Konkam. The Secretary has informed me that we have received confirmation from TSX Trust Company that it has sent the documents regarding the meeting to all shareholders of record on the corporation's books as of the record date. I'm instructed the secretary to keep these documents in the corporation's records with the affidavit from the TSX Trust Company confirming that they have indeed been sent to Kushtar's shareholders. The scrutineer has submitted to me its report on attendance at the meeting, showing that a quorum has been reached. I asked the secretary to attach the scrutineer's report to the minutes of this meeting. Accordingly, I declare this meeting duly convened and legally constituted to conduct the business for which it was called. The first item on our agenda here today regards receipt of the corporation's financial statements. I now submit for receipt the consolidated financial statements of Alimentation Couchetard and its subsidiaries for the fiscal year ended April 26, 2026, as well as the Auditor's report on these financial statements. Mélanie, have we received any questions on this matter? No, we have not received any questions on this matter. Thank you. The next item on our agenda regards the nomination of the Auditor for the current year and giving the Board of Directors authorization to set its remuneration. As indicated in the circular, the Corporation recommends the appointment of PricewaterhouseCoopers until the next annual meeting of Alimentation Couchetard. I propose that PricewaterhouseCoopers be appointed auditor of the Corporation and that the Board of Directors be authorized to set the auditor's compensation. Melanie, have we received any questions on this matter? No, we have not received any questions on this matter.

Thank you.

As indicated in the circular, the board of directors has set the number of directors to be elected today at 16. Biographical notes on the candidates are included in the management Proxy Circular made available to our shareholders. The 16 candidates nominated for election are as follows. Alain Bouchard. Each candidate has indicated their desire to serve as a Director of the Corporation. I move that each of these individuals be elected as a Director of the Corporation until the close of the next annual shareholders meeting or until a successor is duly elected or appointed. Furthermore, I confirm that the corporation has not received any notice to nominate a person for election to the board of directors at this meeting within the time period provided under the corporation's advance notice by law. Melanie, have we received any questions on this matter. No, we have not received any questions on this matter.

Thank you.

As mentioned previously, voting is now open on all items of the agenda. The next item on the agenda is the advisory vote on the corporation's executive compensation approach. The Board of Directors is confident that the corporation's performance-based approach is well aligned with our shareholders' long-term interests. The result of the vote will not be binding on the board. However, the board will take account of this result and of all other comments from shareholders. The full text of the advisory resolution appears in the management proxy circular. I move the adoption of the advisory resolution concerning the corporation's executive compensation practices as set out in the management proxy circular. Melanie, do we have any questions on this matter? no we have not received any questions on this matter the next item on the agenda concerns the three shareholder proposals received this year from the MEDAC these proposals relate to number one shareholder agreement engagement two format of annual meetings and three advisory vote on environmental policies the full text of these three proposals and the corporation's response can be found in appendix d of the management information circular and we invite our shareholders to vote against these three proposals melanie do we have any questions on this subject on this topic no we have not received any questions on this topic we have addressed all items on the agenda the vote will close shortly if you have not yet entered your vote please do so immediately i remind you that the items to be voted on are as follows one the appointment of the auditor to and to authorize the board of directors to set its remuneration to the election of directors three an advisory vote on our executive compensation policy, and four, three shareholder proposals.

The vote is now closed.

I have received the scrutineers' report on the voting results, and I confirm the following. I confirm that the resolution on the appointment of PricewaterhouseCoopers has been adopted. I confirm that each of the candidates nominated for election to the Board of Directors have been elected. I confirm that the corporation's approach to executive compensation has been adopted. And I confirm that the three shareholder proposals were rejected. Details of the results will be available shortly on the corporation's website and on CEDAR+. With the legal portion of the meeting now completed, it is time to move on to the corporation's presentations. I therefore declare the formal portion of this meeting closed. as i look back on the past year i do so first and foremost with gratitude and pride for our people i recognize their commitment how they continue to serve customers on a daily basis and for the discipline that has guided us through a challenging environment This year, once again, we have shown the resilience and the strength of our business model and the resilience of what we do every day. The world around us remains uncertain. Geopolitical tensions persist, and many consumers continue to feel pressure on their everyday purchases and budgets. And yet, even in times like these, I am reminded why this business has always mattered to me so much. Retail is, at its core, a people business. It relies on trust, close relationships, and always being there for customers and communities. Since the opening of our first store in Laval, I have always, always believed that we have had to maintain basic fundamentals. Is the store clean and ready? Are customers greeted warmly? Did we make their visit just a little easier? Those questions still guide us today and are at the heart, the core, of our customer promise, which is to be fast, friendly, customer-ready, and embody compelling values. this is how we continue to deliver on our promises one store one interaction at a time as we've grown our principles have remained central to our success best decisions are made so that we remain as close to the customer as possible this belief is what is at the heart of our decentralized operating model local teams understand their customers and their communities the best it is by empowering people to act and giving people supports and resources necessary that we can build a resilient and successful company and this is how we've done so for decades You can also see this approach reflected in a way in which our leadership team has refined the company's strategic focus this year. We emphasize what we do the best, core plus more. We avoid unnecessary complexities and continue to invest thoughtfully where real value is created. In doing this, we can continue to serve our customers today while capturing growth opportunities tomorrow. This said, the thing I'm the most proud of is our people. Across our network, I see committed teams who take ownership, who care deeply about their work, and who step up for customers and communities every single day. Our stores are part of the fabric of neighbourhoods and our teams, our team members understand this responsibility, take it to heart and continue to win customers over day after day. This is why our fifth consecutive Gallup Exceptional Workplace Award was awarded to us. This year, we've been a winner with distinction. And this win is of particularly meaning to me because this recognition reflects a culture grounded in respect, grounded in trust, and grounded in empowerment. Strong and great culture doesn't happen by accident. It is built over time through consistent actions with engaged teams and with strong leadership. I am therefore fully confident that when it comes to the future of this company, we will continue to thrive. It's such an exciting thought. I have full confidence in Alex and the leadership team and the way they are guiding Kushta forward with clarity, discipline, and respect for the special culture that we have built over the past 45 years. To our team members, our customers, and our shareholders, thank you for the trust that you place in us. This trust is precious and we will never take it for granted. We'll continue to earn your trust in the same way that we've always done, one store at a time. On that, I'd like to turn the floor over to Alex. Thank you.

The market is changing quickly. Consumers continue to face pressure from inflation and tighter household budgets. Trips have consolidated, competition across retailers has intensified, channels are blurring, and expectations for speed, reliability, and value are higher than ever. In that context, focus and discipline matter. Our ability to win the customer still comes down to how well each location operates, day in and day out. That means simplifying what we do, keeping priorities clear, and dedicated, well-supported team members executing consistently at the store level and across our business. It is against this backdrop that we introduced a refreshed strategy in February. Core Plus More sharpens our focus on the categories where customers rely on us most and where we already lead, fuel, nicotine, and thirst. As we continue to invest in the areas that will drive future relevance, such as food, offer, network development, e-mobility, and car wash, it is enabled by a more integrated supply chain and stronger digital data and technology capabilities. And it is funded through the savings realized by the cost discipline and process efficiencies we continue to drive across the organization at its heart core plus more is about doing what matters most to our customers and executing it at pace i've said this often over the past year less is more when the organization is aligned around the right things results follow this year they did we delivered same store sales growth across all three of our geographies the united states canada and europe while outperforming the broader convenience industry. At the same time, we refreshed our vision to be the world's favorite stop for people on the go. Every day, millions of customers choose us as part of their routines, fueling up, grabbing a coffee or meal, washing a car, or recharging while on their way. Our role is to make those moments easier, faster, and more rewarding. Realizing this vision requires more than convenience. It requires relevance. Customers expect speed, friendly service, and stores that are clean, in stock, and ready for them. And in today's environment, they expect value. Compelling value means using our scale, strong vendor partnerships, and data-driven insights to deliver fewer, better promotions, and more personalized offers on the products that matter When we get that right, we deliver on our customer promise. Visits grow, baskets increase, and loyalty deepens. And we are seeing the impact of those efforts across our business. Within our convenience business, we continue to build momentum across our key categories. Food remains one of our biggest opportunities, and meal deals continue to resonate with customers looking for simple, high-value options. This past year, we expanded variety and choice through strong vendor partnerships, further differentiating our offer against the options typically found on a QSR menu. We sold more than 40 million bundles in the U.S. and introduced them in Canada and Europe, while simplifying our broader food offer and emphasizing execution, particularly on our best-selling hero items. thirst continues to be our most important in-store category seven out of ten customers who enter our stores purchase a beverage providing a powerful foundation to build trips and baskets energy and functional drinks delivered strong growth across all regions and we continue to widen our advantage through smarter assortment expanded cooler capacity exclusive partnerships and products and personalized offers delivered through our loyalty platforms meanwhile dispensed beverages continue to play an important role in driving daily traffic and value this past year we grew units gained share and generated incremental revenue per store through strong attachment and disciplined execution in nicotine we maintain strong leadership positions while guiding the transition toward modern oil oral and alternative products although traditional cigarettes continue to decline overall nicotine consumption remains resilient and we outperform the market by staying close to customers and manufacturers as the transition continues we are committed to leading and selling responsibly our loyalty platforms also delivered another strong year we saw traffic and trips grow with existing members supported by more personalized offers and more real-time communication at the point of decision when customers are fueling washing their car or shopping in our stores this ability to meet customers in the moment is becoming a meaningful driver of growth and our programs are reaching more customers inner circle expanded to 5 000 stores in the U.S. and surpassed 15 million members while we completed the rollout of extra 2.0 in our legacy Europe business. Mobility remains a core strength today and a critical growth opportunity for the future. In fuel, we gain more market share while maintaining strong margins supported by the scale and sophistication of our global fuel supply organization. Visit-based loyalty campaigns and seasonal fuel day events that continue to surprise and delight our customers across europe and north america our b2b business is performing with resilience thanks to discipline margin management and transit charging growth in europe and via share gains in commercial diesel deeper fleet relationships and strong adoption of our proprietary card and loyalty platforms in North America. And e-mobility is one of the clearest examples of our core plus more strategy already translating into meaningful customer behavior. In Europe, we surpassed 4,000 charge points with more than 8 million charging transactions last year, building on our leadership while demonstrating we can win as a charging destination when we pair fast, reliable charging with great location food beverages and amenities customers value our network continued to grow stronger and our focus remains clear grow with discipline optimize our assets and deploy capital where it creates lasting value this past year we added or improved 130 sites in our network continuing a development program that delivers attractive industry leading returns Looking ahead, we're ramping up our growth plans to add 750 new sites by 2030. With the completion of the get-go acquisition, we welcomed a talented team and a food-first operating model with made-to-order expertise that we are looking to test elsewhere in our North American network. We also made meaningful progress integrating the Total Energy assets, bringing the Circle K brand to more sites across our mid-European business units, and we are tracking in line with our Synergy plans. Further, as we're growing our footprint, we're also strengthening our supply chain to support it. This past year, we opened three new distribution centers in the United States, enhancing our self-distribution network to support more than 3,200 stores. Greater supply chain control improves availability, lowers our cost to serve, and allows us to bring the right products to the right stores more efficiently, further enabling Core Plus More. And we've begun our new fiscal year by taking a transformational step in our growth journey. As we announced in late July, we have agreed to acquire a controlling stake in Zabka Group, Poland's largest convenience retailer. This is the largest acquisition in our history and one that significantly advances Core Plus What stands out most is the quality of the platform, the strength of its people, and how closely Zabka aligns with the future we are building. With more than 13,000 stores and an entrepreneurial franchise model, it brings best-in-class capabilities in food, digital engagement, loyalty, and personalization. We have tremendous respect for what the team and its franchisees have accomplished, and we are looking forward to welcoming them to our team, supporting their continued growth while drawing on their strengths to accelerate our strategy. Subject to regulatory approvals, we expect to complete the transaction by the end of the calendar year. But our strategy only works if our people are set up to succeed. Across our global network, it is our store teams and leaders who bring our customer promise to life every day, and we continue to invest in them with intention and purpose. In the U.S., our focus on frontline engagement is delivering results. We have achieved four consecutive years of declining turnover, outperforming industry benchmarks over the past two years, and it's showing up in team satisfaction across our enterprise. For the fifth consecutive year, Circle K was recognized with the Gallup Exceptional Workplace Award, reflecting strong engagement across our teams and reinforcing our belief that a focused, people-first approach drives better outcomes for customers and the business alike. Even as we enter a new phase of our strategic journey with Core Plus More, our commitment to operating responsibly remains as strong as ever. We continue to look at our business through the lens of sustainability, balancing growth with responsibility, and ensuring our actions create long-term value for our customers, team members, communities, and shareholders. I encourage you to read our 2026 sustainability report for a deeper look at the work our teams are doing across our framework of planet, people, and prosperity. In closing, I'm excited about the road ahead. The fundamentals of this business remain strong, and they will continue to drive us forward. While the environment remains challenging, Core Plus More is helping us stay focused on what matters most, executing with excellence and discipline, staying close to our customers, bringing them compelling value, and making their lives easier. To our team members around the world, thank you for everything you do. To our customers, thank you for choosing us. To our board, thank you for your stewardship. And to our shareholders, thank you for your continued confidence. And now, I'll hand the presentation over to Felipe. Merci, Alex.

Thank you, Alex. Let's begin with a discussion on our overview of financial performance since 2016. The following metrics illustrate the work that our teams have done year after year. As you can see, total growth profit has grown at an annualized rate of 9% since 2016 and by 11% over the past year to hit nearly $14.5 billion. In addition, since 2016, our EBITDA has grown at an annualized rate of 11.7%, and our adjusted diluted earnings per share have grown at an annualized rate of 11.5% to hit approximately $7 billion and $3.10 per share, respectively, which demonstrates our capacity to maintain operating leverage. And finally, shareholder equity, a good indicator of value creation, has grown by more than 12% per year since 2016. If you look at this chart showing EBITDA growth since 2000, you can determine the long-lasting equation that has been in place for more than a decade. The equation of strong revenues and gross profit generation combined with discipline and good execution has driven a sustained streak of excellent performance, generating EBDA and growing by 18%. We have continuous improvement, and it is at the heart of our core plus more strategy today. It's amazing to determine that we've gone from 100 million in the year 2000 and to see how far we've come in terms of EBITDA to hit more than 7 billion this year. Over the past 10 years, Alimentation Couchetard's shares have increased in value by more than 200%, outperforming the main benchmark index in Canada. It's important to say that Alimentation Couchetard has been a publicly traded company for four decades. To give you an idea of the creation over the past 30 years, $1,000 in our shares invested in July 1995 would be worth more than $1 million today at the share price at the trading closure of July 31st, 2026, excluding dividends paid over the years. Last year, we saw the resiliency of our business model, including the strength of the cash flows generated. Our EBITDA increased by 18.2% compared to the previous year to hit more than $7 billion. And over the past same period, we have cash flows of over $3.1 billion. Over the years, we have seen strong growth in free cash flows, with a compound annual growth rate, a CAGR, of 12.2% between 2016 and 2026. Over fiscal 2026, we were able to maintain a strong return on capital employed, a particularly important metric for assessing our operational efficiencies. A disciplined operating performance combined with effective or efficient capital allocation strategies enabled us to achieve 13.7 return on capital employed this year. And finally, we have strong financial performance, cash generating, so that we be around a quarterly dividend of 10.5%. We also increase the dividend every year since the first dividend payment on November 15, 2005. This just demonstrates our commitment to rewarding our shareholders for the long term as profits grow. On July 31, 2026, we announced our plan to acquire all the shares of Zabka Group through a voluntary tender offer representing a total equity value of approximately $8.6 billion and the largest acquisition in Kuschar's history. The transaction is unanimously supported by Zabka's key managers, shareholders representing approximately 57% of Zabka's outstanding shares, which have entered into hard, irreverable undertakings to tender all their shares. This is a large convenience retailer in Poland, more than 13,000 stores in Poland and Romania, and bringing our businesses together is expected to create scaled, complementary growth platform in Central and Eastern Europe, because this is Europe's most advanced convenience ecosystem. On a pro forma basis, we generated revenues of approximately $84 billion U.S. dollars and $7.8 billion U.S. in adjusted EBDA. We also identified synergies worth $250 million U.S. dollars, which will be achievable by the third year, all in closing. We expect this transaction to improve adjusted EBDA from the get-go and have an impact on earnings per share by the second year with pro forma leverage at approximately three times at closing and no anticipated impact on our credit rating. As Alex said, this partnership is an excellent opportunity to have high-quality platforms that complement our existing business and further advance our core plus more strategy. With that, I'll turn the floor back over to Alain Bouchard. Thank you very much, Philippe. This concludes our corporate presentations. We will now continue with our question period. As mentioned previously, you can ask questions by using the messaging function, by writing in either your question or your mobile phone. Melanie, do we have any questions? No, Alain, we have not received any questions.

Thank you, Melanie.

This concludes our meeting. We will now end the webcast. And thank you to all of you for your attendance here today. See you next year.