Zabka Group · GPW:ZAB
Zabka — Merger or Acquisition (July 2026)
21 slides from Zabka's merger presentation, Jul 31, 2026
Slide 1: Strategic Combination with Żabka for European Convenience Retail Leadership
Strategic Combination with Żabka for European Convenience Retail Leadership 3 1 - J U LY - 2 0 2 6 1
Slide 2: Disclaimer
Disclaimer This presentation (the “Presentation”) has been prepared by Zabka Group S.A. with its registered office in Luxembourg, Grand Duchy of Luxembourg (the “Company”, together with its subsidiary undertakings, the “Group”) to provide a general overview of the Company and the Group through a set
Slide 3: Alternative Performance Measures - Disclaimer
Alternative Performance Measures - Disclaimer This presentation contains certain financial metrics which are not defined or specified under IFRS and therefore qualify as Alternative Performance Measures (“APMs”) in accordance with the ESMA Guidelines on Alternative Performance Measures (ESMA/2015/14
Slide 4: Disclaimer - Forward Looking Statements
Disclaimer Forward Looking Statements This presentation may include certain statements that are "forward-looking information" within the meaning of the securities laws of Canada, including statements relating to the intended commencement of the voluntary tender offer (the "Offer") by Couche-Tard in
Slide 5: Today’s Presenters
Today’s Presenters Tomasz Tomasz Alex Miller Suchański Blicharski Group Chief Strategy & Group CEO, President and Development Officer, Chairman of the Board Chief Executive Officer Incoming Group CEO 5
Slide 6: Reflections on Żabka’s Remarkable Transformation
Reflections on Żabka’s Remarkable Transformation Old concept ` Format Evolution Ultimate Tech-powered Now & Corner Store Modern Convenience Convenience Ecosystem Future Polish TAM3 Polish DAM4 2000-2015 2016-2019 2020-2023 PLN 615bn PLN 123bn +4.4% CAGR2 +8.5% CAGR2 Selected Grocery Adjusted Grocery
Slide 7: Żabka Today Serves Time-sensitive Consumers Across Physical and Digital Channels
Żabka Today Serves Time-sensitive Consumers Across Physical and Digital Channels ⚫ Leading convenience network of over 13,000 stores in Poland and Romania ⚫ Open every waking hour ⚫ $8.5B Sales to End Customers1 and Adjusted EBITDA of $1.1B2 (LTM Mar-2026) ⚫ Opened 1,368 stores LTM3; 9-14 months pay
Slide 8: ACT: Unique Partnership to Drive Żabka’s Next Chapter
ACT: Unique Partnership to Drive Żabka’s Next Chapter ✓ Landmark milestone recognising the strength of the Żabka business, our brand and our people ✓ Creates the leading pan-European convenience platform with aligned strategic priorities Accelerates delivery of Żabka's long-term ambitions with enhan
Slide 9: Couche-Tard & Żabka Combination
Couche-Tard & Żabka Combination
Slide 10: Agenda
Agenda 1. Introduction to Couche-Tard 2. Transaction Overview And Rationale 3. Financial Framework 4. Execution And Integration 5. Q&A 10
Slide 11: Spanning Continents and Bridging Markets
1. Introduction to Couche-Tard W H E R E W E A R E T O D AY Spanning Continents and Bridging Markets 27 COUNTRIES 3 OUR SITES AND 29 BUSINESS TOTAL 17,267 UNITS 3 UNITED-STATES 7,301 CANADA 2,055 EUROPE AND OTHER REGIONS1 5,207 INTERNATIONAL2 2,704 Coast-to-coast presence in Canada and located Core
Slide 12: A Storied History of Entrepreneurship & Dynamic Growth
1. Introduction to Couche-Tard W H AT W E ’ V E B U I LT A Storied History of Entrepreneurship & Dynamic Growth Alain Bouchard, 2023-24 Jacques 2001 2012 2016 2020 TotalEnergies Acquisition D’Amours, Entry into U.S. Expansion into Europe Expansion in Ireland & Canada Grow into Asia in Europe Richard
Slide 13: Combination Of Couche-Tard And Żabka To Create A Next-Generation Convenience Retail Platform
2. Transaction Overview And Rationale Combination Of Couche-Tard And Żabka To Create A Next-Generation Convenience Retail Platform With Enhanced Scale, Capabilities, And Growth Opportunities Brings Together Two Highly Complementary Convenience Leaders With Shared Customer Focus, Strong Operating Cul
Slide 14: Key Headline Transaction Terms
2. Transaction Overview And Rationale Key Headline Transaction Terms Transaction ⚫ All-cash acquisition of up to 100% of Żabka Group Structure ⚫ PLN 32.00 per share implying total equity consideration of ~$8.6B at 100% Transaction (total implied enterprise value of ~$11.0B)1 Price ⚫ Offered price pe
Slide 15: The Transaction Represents A Strategic Combination With Europe’s Leading Listed Convenience Platform
2. Transaction Overview And Rationale The Transaction Represents A Strategic Combination With Europe’s Leading Listed Convenience Platform Strategic Fit Strong Economics Disciplined Execution Established Player In A Large, Strong Historical Financial Profile Industry-Leading Convenience Growing Cent
Slide 16: Żabka Adds Significant Scale And Diversification To ACT
3. Financial Framework Żabka Adds Significant Scale And Diversification To ACT Legend Revenue Mix Gross Profit Mix 1LTM April 2026A1 LTM March 2026A Illustrative Pro Forma9 Key Takeaways International Romania International US US 2% 9% 16% 24% 42% Significantly Expanded Store 17.3k3 13.1k4 Europe and
Slide 17: ACT Is Focused On Maintaining Operational Continuity
4. Execution And Integration ACT Is Focused On Maintaining Operational Continuity Governance And Integration Principles Management Żabka's leadership team is excited to tender into the transaction whilst also reinvesting in ACT and remaining responsible for executing Żabka’s strategy and growth plan
Slide 18: Q&A
zabka group Q&A
Slide 19: Appendix
zabka group Appendix
Slide 20: Non-IFRS Accounting Standards
Non-IFRS Accounting Standards To provide more information for evaluating Couche-Tard's and Żabka's performance and provide a description of management's expectations in respect thereof, the financial information included in this presentation contains certain data that are not performance measures un
Slide 21: Non-IFRS Accounting Standards (Cont’d)
Non-IFRS Accounting Standards (Cont’d) Interest-bearing debt, net interest-bearing debt and leverage ratio. Interest-bearing debt is the sum of the following balance sheet accounts: Short-term debt and current portion of long-term debt, Long-term debt, Current portion of lease liabilities and Lease