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Alimentation Couche Tard : 2026 Management Proxy Circular (2026 Proxy Circular %28July 8%2C 2026%29 Final EN)
Alimentation Couche Tard : 2026 Management Proxy Circular (2026 Proxy Circular %28July 8%2C 2026%29 Final

About this update from Alimentation Couche-tard Inc.
Notice of 2026 and b anagement Alimentation Couche-Tard Annual fleeting of Shareholders Wednesday, September 2, 2026 at 1O:3Oam (EDT) Dear 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 2, 2026, at 10:30 a.m. (EDT). Our meeting will be held by live 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 2026 This fiscal year was marked by continued global and economic uncertainty, as consumers across our markets remained under pressure, carefully managing household spending and resetting their expectations for value. In this environment, our company remained focused on execution at the store level, empowered local teams supported by scale, and a consistent commitment to making it easy for customers. During the year, management sharpened the Corporation's strategic focus with the introduction of Core + More . This refreshed strategy provides a clear framework for the business - amplifying the core categories where customers rely on us most while investing in areas that strengthen future relevance, including food, loyalty, mobility, network development, and digital capabilities. Core + More is enabled by ongoing cost discipline, process efficiency, and targeted investments in supply-chain, data, and technology capabilities that support consistent execution across a growing enterprise. At the same time, we refreshed our vision: to be the world's favorite stop for people on the go . It reflects both the role Couche-Tard plays in the daily routines of millions of customers around the world - and our Customer Promise to be fast, friendly, and customer-ready with compelling value. Performance during the year reflected this clearly, as we delivered same-store sales growth across our network. Within our convenience business, we continued to build momentum across key categories, with improved execution and focus on value driving growth in food as well as robust performance in packaged and dispensed beverages. Our fuel business performed well, supported by disciplined execution and scale advantages across the value chain. Our B2B activities also delivered solid results in Europe alongside continued growth in North America. The Corporation achieved several important strategic milestones during the year. We completed the acquisition of GetGo Café + Markets , adding an established, food-forward regional retailer to our U.S. network. GetGo brings strong fresh food and made-to-order expertise, along with a talented team, and is already contributing insights that are supporting the continued evolution of our food offering. During the year, Couche-Tard added or improved 130 sites in our network through a combination of new-to-industry stores, relocations and raze-and-rebuild projects. Supported by a strong development pipeline, the Company plans to build on this momentum with ambitions for more than 750 new sites over the next five years. Meanwhile, we continued to invest in the backbone of our operations. This fiscal year, the Corporation opened three new distribution centers in the United States, expanding our self-distribution network and improving availability, efficiency, and cost-to-serve across thousands of stores. These investments strengthen execution today while creating capacity to support continued growth. Our loyalty platforms also delivered strong momentum. Inner Circle continued to expand across the United States, while Extra progressed across Europe. With loyalty, we are reaching more customers and deepening engagement through more personalized offers and more timely communication at key moments of decision, helping drive traffic and frequency. None of this progress would be possible without our people. We are proud that, for the fifth consecutive year , Couche-Tard was honored with the Gallup Exceptional Workplace Award , this year as a Winner with Distinction . This recognition reflects the engagement of our teams and the strength of our culture. Over more than 45 years, Couche-Tard has grown by staying close to customers, empowering local decision-making, and maintaining financial and operational discipline. As the Company continues to evolve and expand, these principles - combined with our scale, strategy, people - position us well to create long-term, sustainable value. Global company From a company that started over 45 years ago with a single store, this year we have reached close to 17,300 stores, approximately 145,000 team members and operations in 27 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 be the world's favorite stop for people on the go. 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 for participating at our Meeting and a description of the business matters to be considered are included in the notice of annual meeting of shareholders and the accompanying management information circular. Please take some time to read before you vote your shares as it discusses many important topics. We look forward to engaging with you at our Meeting. Sincerely, Alain Bouchard (s) Alex Miller Alain Bouchard Alex Miller Founder and Executive Chairman President and Chief Executive Officer Notice of our 2026 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 2, 2026, at 10:30 a.m. (EDT) Virtual meeting via live webcast at https://meetings.lumiconnect.com/400-811-807-030 This year we will hold the Meeting in a virtual-only format, which will be conducted by live 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 and ask questions 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 26, 2026, 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 three 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 19, 2026 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. 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 8, 2026 . 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 8, 2026 TABLE OF CONTENTS 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 Non-Executive Directors minimum equity ownership requirements Deferred Share Unit Plan Non-Executive Directors compensation table Incentive plan awards - value vested or earned during fiscal 2026 36 Upcoming changes to Non-Executive Director compensation in fiscal 2027 37 Letter from the Chair of the Human Resources and Corporate Governance Committee 39 Our Corporate Governance practices 39 Composition of our Board 45 Role and duties of our Board and its Committees 48 About our Board Committees 51 Ethical business behaviour and Ethics Code of Conduct 54 Shareholder engagement and transparency 55 Human capital management 59 Compensation Discussion and Analysis 59 2026 Performance 60 Our 2026 Named Executive Officers 63 Executive 2026 Compensation at a Glance and Performance 66 Executive Compensation Program 69 Annual Compensation Review Process on Management of Risk 73 Executive Share Ownership Requirement 74 Description of Compensation paid to NEOs in 2026 79 Termination and Change of Control Benefit 83 Key Compensation Tables 88 Appendices 89 Appendix A - Glossary 91 Appendix B - Mandate of the Board of Directors 94 Appendix C - Summaries of our long-term incentive plans 100 Appendix D - Shareholder Proposals General Information We are sending you this document because you owned shares of Alimentation Couche-Tard Inc. (" Alimentation Couche-Tard Inc.", "Couche-Tard", the "Corporation", "we", or "our") on July 8, 2026. We encourage you to vote at our annual meeting of shareholders by soliciting your proxy. Where to get more information You can find financial information about us in our 2026 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 2026 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 Send an email [email protected] The information in this document is as of July 8, 2026, 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 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 we base the forward-looking statements contained in this management information circular on assumptions that we believe are reasonable, 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 8, 2026, which are inherently not guarantees of the future performance of the Corporation or its industry, and involve known and unknown risks and uncertainties that may cause the Corporation's or the industry's outlook, actual results (including our results of operations, financial condition and liquidity, the achievement of our targets, goals and commitments, the development of the industry in which we operate, or the measures we adopt), 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 the degree of realization of a particular projection or other interrelated assumptions, which could increase or diminish the effect of the change. Assumptions such as synergies objective are based on our comparative analysis of organizational structures and current level of spending across the Corporation's network as well as on the Corporation's ability to bridge the gap, where relevant, and the Corporation's assessment of current contracts in the geographical areas of operations and how the Corporation expects to be able to renegotiate these contracts to take advantage of our increased purchasing power. In addition, our synergies objective assumes that we will be able to establish and maintain an effective process for sharing best practices across our network. The achievement of our objectives is also based on assumptions relative to our ability to execute our development initiatives and strategic investments as planned, as well as market and economic assumptions relative to, among other, currencies, industry trends and macroeconomic development, tax laws or treaties applicable to the Corporation, regulations affecting our operations, and inflation rates. Finally, the achievement of our objectives is also based on our ability to integrate acquired business. An important change in these facts and assumptions could significantly impact our synergies estimate as well as the timing of the implementation of our different initiatives. 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 statements 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, including, without limitation, the impacts of the hostilities and geopolitical tensions in the Middle East, or other charges announced or occurring after forward-looking statements are made. The foregoing risks and uncertainties include the risks set forth under "Business Risks" in our management discussion and analysis for the fiscal year ended April 26, 2026, as well as other risks detailed from time to time in reports filed by the Corporation with securities authorities in Canada and available on SEDAR+ under the Corporation's profile at https://www.sedarplus.ca . The risks described in this management information circular and in those reports are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business, financial position or results of operations. None of the statements contained in this management information circular are intended to be, nor shall be deemed to be, representations or warranties of the Corporation and its affiliates. Where the information is from third-party sources, the information is from sources believed to be reliable, but the Corporation has not independently verified any of such information contained herein. Our forward-looking statements in this management information circular speak only as of July 8, 2026, 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. 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 forward-looking statements contained in this management information circular are expressly qualified by this cautionary statement. Non-IFRS Accounting Standards Measures To provide more information for evaluating the Corporation's performance, the financial information included in this management information circular contains certain data that are not performance measures under IFRS® Accounting Standards as issued by the International Accounting Standards Board (" IFRS Accounting Standards "), which may also be 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. In this management information circular, we use gross profit and, a non-IFRS Accounting Standards financial measure. We also use leverage ratio, a non-IFRS Accounting Standards ratio for which its composition includes the following non-IFRS Accounting Standards financial measures: Earnings before interest, taxes, depreciation, amortization and impairment (" EBITDA ") and adjusted EBITDA; and Interest-bearing debt and net interest-bearing debt. These financial measures and ratios do not have any standardized meaning under IFRS Accounting Standards and may differ from similar measures presented by other public corporations. Refer to the "Non-IFRS Accounting Standards Measures" section of our management discussion and analysis ("MD&A") for the fiscal year ended April 26, 2026, which is incorporated by reference herein and is available on SEDAR+ at https://www.sedarplus.ca , for more information, including their composition and the reconciliation to the most directly comparable IFRS Accounting Standards financial measure. 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 8, 2026 there were 917,962,609 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 8, 2026, Mr. Bouchard held 123,573,993 of the Shares representing 13.46% 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 July 21, 2025 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 77,115,921 Shares, representing 10% of the 771,159,210 public float as at July 14, 2025. Repurchases under the NCIB were authorized to commence on July 23, 2025, and end at the latest on July 22, 2026. During the 12-month period ended April 26, 2026, the Corporation repurchased for cancellation a total of 29,952,075 Shares under its previous NCIB through the facilities of the TSX and alternative Canadian trading systems for an approximate total cost of approximately CA$2,167 million and at a weighted average price paid per share of CA$72.34. 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 2, 2026, at 10:30 a.m. (EDT) Virtual meeting via live webcast at https://meetings.lumiconnect.com/400-811-807-030 Notice-and-Access 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 19, 2026 . 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 tsxt- [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 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, vote 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 8, 2026. 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 . 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. (EDT) on August 31, 2026. 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. The Company may use Broadridge's QuickVote™ service to take voting instructions over the phone from eligible non-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 BE SURE TO VOTE BEFORE THE DEADLINE Your proxy must be received by 10:30 a.m. (EDT) on August 31, 2026, 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. 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 (the " Named 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 either call 1 (866) 751-6315 (toll free in Canada and the United States) or 1 (416) 682-3860 or complete the online form at https://www.tsxtrust.com/ control-number-request not later than 10:30 a.m. (EDT) on August 31, 2026, 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. 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 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; against shareholder proposals; If any of the nominees are 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. EDT) on August 31, 2026 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. Proxy solicitation 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 may also use telephone and other means of communication to solicit proxies. We pay the cost of proxy solicitation made by us. Such costs are expected to be nominal. The Corporation has also retained Laurel Hill Advisory Group ("Laurel Hill") to assist in connection with the Corporation's communications with shareholders and to providing corporate governance best practices. In connection with these services, Laurel Hill will receive a fee of $50,000 plus out-of-pocket expenses. The Corporation will bear all costs of this solicitation. How to vote Option 1: vote by proxy in advance of Meeting Online Go to https://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) 607-7964 Scan and email it to [email protected] . Registered shareholders Non Registered shareholders 1. Online Go to https://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. 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 and 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 https://www.meeting-vote.com and follow the instructions. You will need the control number listed on your voting instruction form. 2. 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 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. (EDT) on August 31, 2026. 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/400-811-807-030 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 "couchetard2026" (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 yourself as a proxyholder by submitting your voting instruction form identifying yourself as a proxyholder. To do this, follow the 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 following the instructions below: Log in at https://meetings.lumiconnect.com/400-811-807-030 at least 30 minutes before the Meeting starts Click on "I have a control number" Enter your control number Enter the password: "couchetard2026" (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. If you have any questions with respect to the meeting or need help with voting, we invite you to contact Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting "INFO" to either number, or by email at [email protected] . Guests If you wish to attend the Meeting as a guest, you can attend the Meeting by logging online at https:// meetings.lumiconnect.com/400-811-807-030 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. The Corporation will publish on its website for a period of thirty days, any questions submitted and the responses provided during the annual general meeting Business of the Meeting The Meeting will cover the following five items of business: Presentation of our audited consolidated financial statements for the fiscal year ended April 26, 2026, together with the auditor's reports. 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. 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. Consideration and approval, in a non-binding advisory capacity our approach to executive compensation policies. Vote on three 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. Presentation of our consolidated financial statements We will present our audited consolidated financial statements for the year ended April 26, 2026, 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 2026 Annual Report, which is on our website (corpo.couche-tard.com) and on SEDAR+ (sedarplus.ca). Appointing of auditor MANAGEMENT RECOMMENDS YOU VOTE FOR THE 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 2026 and 2025 fiscal years respectively: Fiscal 2026 (year ended April 26) Fiscal 2025 (year ended April 27) Audit fees $ 6,348,174 $ 5,813,661 Audit-related fees $ 420,994 $ 265,021 Tax fees $ 92,534 $ 50,778 All other fees $ 185,984 $ 143,310 Total $ 7,047,686 $ 6,272,770 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 (2026: $3,334,459, 2025: $3,098,011) ; 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 and other filings (2026: $385,200 , 2025: $340,000). 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. Election of directors MANAGEMENT RECOMMENDS YOU VOTE FOR EACH DIRECTOR NOMINEE This year, the Board of Directors is proposing sixteen (16) directors for nomination to the Board (the " Director Nominees "). Collectively, the Director Nominees bring a broad and complementary range of skills, qualifications, and experience, together with significant business and senior leadership expertise that the Board believes is well suited to overseeing the Corporation's business and strategic direction. The Director Nominees are proposed to 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 14 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. 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 Jean Bernier Karinne Bouchard Eric Boyko 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 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. 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: Annual meetings More than 50 days before the meeting You must send notice of nominees no later than: director 30 days before the meeting (but not earlier than 65 days before the meeting) 50 days or less before the meeting 10 announcement of the meeting days after the first public 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+. MANAGEMENT RECOMMENDS YOU VOTE FOR OUR APPROACH ON EXECUTIVE COMPENSATION 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, our shareholders have 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. MANAGEMENT RECOMMENDS YOU VOTE AGAINST SHAREHOLDER PROPOSALS Shareholder Proposals The Corporation received a total of three shareholder proposals this year, 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. The proposals from MÉDAC were submitted in French and were translated into English by the Corporation. The full text of the 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 three 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. Nominees for election to the Board of Directors ENTREPRENEURIAL BOARD 94% OF OUR DIRECTOR NOMINEES HAVE ENTREPRENEURIAL EXPERIENCE 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. Director Nominees profiles The following section presents the profile of each of 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 $93.15, the closing price of our Shares on the TSX on July 8, 2026. 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. 94.85% Average 2025 votes FOR 63 Average age 13 years Average tenure or 7 years when excluding co-founders currently sitting on the Board 98.75% Average Board attendance 56.25% Independent directors Alain Bouchard, O.C., O.Q. Founder and Executive Chairman, Alimentation Couche-Tard Inc. Age: 77 Not independent Director since: 1988 2025 Voting Results: 96.38% in favour Fiscal 2026 meeting attendance: 100% Alain Bouchard has served as Executive Chairman of Couche-Tard since 2014, following a 25-year tenure as President and Chief Executive Officer. His entrepreneurial drive set the foundation for Couche-Tard, transforming a single convenience store in Québec into one of the world's largest and most respected convenience and mobility retailers. His leadership and passion have paved the way for this ambition and continue to inspire our journey forward. Mr. Bouchard opened his first convenience store in Québec in 1980 and founded the companies that grew into Couche-Tard. With over five decades of experience in the retail sector, he collaborated closely with his colleagues and staff to build Couche-Tard into the business it is today. In addition to his leadership at Couche-Tard, Mr. Bouchard has also served on the Board of Directors of Quebecor from 1997 to 2009 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 has received honorary doctorates from Université Laval and McGill University and has been recognized with multiple awards for business leadership, including Canada's Outstanding CEO of the Year (2013), NACS Insight International Convenience Leader of the Year (2014), and International Business Leader of The Year by the Canadian Chamber of Commerce (2025). 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: 123,573,993 Deferred Share Units: 49,407 Value of at risk holding: $11,515,519,710 Mr. Bouchard meets his executive equity ownership requirement - see page 73 for details. (1) As an executive, Mr. Bouchard also earns Share Units and Stock Options - see page 63. Louis Vachon, Lead Director Operating Partner, J.C. Flowers & Co. Age: 63 Independent Director since: 2021 2025 Voting Results: 99.45% in favour Fiscal 2026 meeting attendance: 100% Louis Vachon is the Operating Partner of J.C. Flowers & Co. since January 2022. His deep financial expertise and CEO-level strategic judgement support Couche-Tard's capital allocation, governance and long-term value creation. Previously, Mr. Vachon was President and Chief Executive Officer of National Bank Financial from 2007 to 2021, 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. Previously, Mr. Vachon was Chairman of the Board of National Bank, the Bank's leading subsidiary, and of Natcan Investment Management from 2005 to 2006. Earlier in his career, Mr. Vachon held senior roles in investment banking and financial markets, including positions at Citibank, Lévesque Beaubien Geoffrion and Bankers Trust, before rejoining National Bank in 1996 in leadership roles across investment management and treasury. Mr. Vachon serves on the Boards of Groupe CH Inc., BCE/Bell, Infinite Investment Systems Ltd., True Patriot Love, and in 2026 became non-executive chairman of Marconi Technologies. 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 and an Officer of the National Order of Québec and has received several recognitions for business leadership and community involvement. Mr. Vachon lives in Québec, 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: 17,343 Value of at risk holding: $2,547,000 Mr. Vachon meets his equity ownership requirement - see page 35 for details. Jean Bernier Corporate Director Age: 69 Independent Director since: 2019 2025 Voting Results: 98.88% in favour Fiscal 2026 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 brings deep expertise in the management of complex retail global organizations as well as all aspects of fuel procurement and operations. Mr. Bernier joined Couche-Tard on July 30, 2012 as Group President, Fuel Americas and North East Operations, and served as Group President, Global Fuels and North East Operations from March 15, 2016. He retired from Couche-Tard effective April 30, 2018. Mr. Bernier previously spent 15 years at Valero Energy Corporation, where he served as Executive Vice President (2011-2012) with responsibility for Ultramar Ltd. and Valero's U.S. and Canadian retail operations, as well as key corporate functions. Earlier, he held senior executive roles at Ultramar Ltd., including President (1999-2011), and at Provigo Inc. Mr. Bernier serves on the boards of C&E Seafood Canada LP (since 2018) and TES Canada H2 Inc. (since 2023), both private companies. He previously served on the boards of CrossAmerica Partners LP (2017-2019), the Montréal Economic Institute (2017-2022) and the Canadian Fuels Association (1999-2012), including as Chair (2007-2009). Mr. Bernier holds 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 (chair) Other public company boards and committees None Interlocking Relationships None Securities held ▪ Shares: 41,126 Deferred Share Units: 21,454 Value of at risk holding: $5,829,327 Mr. Bernier meets his equity ownership requirement - see page 35 for details. Karinne Bouchard, CPA Corporate Director Age: 47 Not Independent Director since: 2021 2025 Voting Results: 93.59% in favour Fiscal 2026 meeting attendance: 100% Karinne Bouchard is a corporate director. Her expertise in finance, capital markets, financial risk management and governance serves Couche-Tard's growth and stewardship. Ms. Bouchard 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 Couche-Tard from 2013 to 2021. Ms. Bouchard is a graduate with distinction of McGill University and holds a bachelor's degree in finance. She also holds a Master's degree in finance from the University of Sherbrooke, is a Chartered Professional Accountant (CPA), and holds the ICD.D designation. 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: 7,463 Value of at risk holding: $2,932,828 Ms. Bouchard meets her equity ownership requirement - see page 35 for details. Eric Boyko, CPA President, Chief Executive Officer and co-founder, Stingray Group Inc. Age: 56 Independent Director since: 2017 2025 Voting Results: 94.80% in favour Fiscal 2026 meeting attendance: 100% Eric Boyko is President & CEO and co-founder of Stingray Group Inc., the world's leading connected streaming media company, delivering curated audio and video content to consumers worldwide. Home to globally renowned brands such as TuneIn, Singing Machine, Stingray Karaoke and Stingray Music, Stingray has more than 1,000 employees. The company completed a successful IPO in June 2015 and is listed on the Toronto Stock Exchange (RAY.TO). He has a proven track record in digital media, customer engagement platforms and scaling technology-enabled businesses, supporting Couche-Tard's innovation and merchandising initiatives. 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 sits on the board of directors of Intelcom and Trans-Pro Logistics, both logistics companies headquartered in Montreal. Mr. Boyko 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 Québec, 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: 42,300 Deferred Share Units: 34,656 Value of at risk holding: $7,168,451 Mr. Boyko meets his equity ownership requirement - see page 35 for details. Marie-Eve D'Amours Treasurer, Fondation D'Amours Age: 45 Not Independent Director since: 2023 2025 Voting Results: 96.55% in favour Fiscal 2026 meeting attendance: 100% Marie-Eve D'Amours is Treasurer of the Fondation D'Amours since 2018, a charitable trust helping several non-profit organizations working with people living with intellectual disabilities and children in vulnerable situations, where she oversees the financial management and strategy for deploying donations. She brings strong expertise in procurement, planning and operational management that is relevant to Couche-Tard's disciplined execution across markets. Ms. D'Amours has developed expertise across multinationals, large companies, SMEs and entrepreneurial ventures. She previously attended Couche-Tard Board meetings as an observer for more than 10 years. Ms. D'Amours holds a Bachelor's degree in management from HEC Montréal, holds the ICD.D designation, and has a Certification in Society Governance from 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: 349,406 Deferred Share Units: 4,375 Value of at risk holding: $32,954,700 Ms. D'Amours meets her equity ownership requirements - see page 35 for details. Janice L. Fields Corporate Director Age: 70 Independent Director since: 2020 2025 Voting Results: 99.08% in favour Fiscal 2026 meeting attendance: 100% Janice Fields is a corporate director. Her experience in global brand operations, franchise and multi-unit execution, and customer-centric marketing supports Couche-Tard's convenience retail model. Ms. Fields is the former President of McDonald's USA, LLC, a subsidiary of McDonald's Corporation. She has broad operational and leadership experience from a 35-year career at McDonald's, where she progressed from restaurant operations to senior executive roles, including U.S. Division President (Central Division), Executive Vice President and Chief Operating Officer, and ultimately President of McDonald's USA (2010 to 2012). Ms. Fields also served on the boards of several public companies, including Chico's FAS, Welbilt Inc., Monsanto Corporation, Taubman Centers, Inc., and Buffalo Wild Wings, and served with Ronald McDonald House Charities at the global level (2012-2024). 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 None Interlocking Relationships None Securities held ▪ Shares: Nil Deferred Share Units: 19,648 Value of at risk holding: $1,830,211 Ms. Fields meets her equity ownership requirements - see page 35 for details Eric Fortin President of Kastellō Immobilier Inc. Age: 54 Not Independent Director since: 2021 2025 Voting Results: 93.34% in favour Fiscal 2026 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. His 25 years of experience in business management, in real estate, site development and store-level operations help support Couche-Tard's network optimization and growth. Mr. Fortin began his career at Couche-Tard as a store manager and subsequently held leadership roles in operations and merchandising, including Market Manager, Director of Operations and Director of Merchandising. He has also owned and managed multiple businesses. Mr. Fortin is committed to philanthropy. He serves as Treasurer for the Fondation Lise et Richard Fortin and sits on the Board of Directors of La Fondation Jean Lapointe. He also serves as Co-President of La Cave à Vin des Philanthropes, which raises funds for youth mental health. 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: 7,739 Value of at risk holding: $23,446,321 Mr. Fortin meets his equity ownership requirement - see page 35 for details Richard Fortin Co-founder, Corporate Director Age: 77 Not Independent Director since: 1988 2025 Voting Results: 94.54% in favour Fiscal 2026 meeting attendance: 100% Richard Fortin is a co-founder of Couche-Tard and served as Chairman of the Board from 2008 to 2011. As a long-time architect of Couche-Tard's financial strategy, he brings deep financial expertise and experience in public company governance. Mr. Fortin joined Couche-Tard in 1984 and retired as Executive Vice-President and Chief Financial Officer in 2008. Before joining 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 has served on the boards of Transcontinental Inc. (2004-2018; Lead Director and Chair of the Audit Committee) and National Bank of Canada (2013-2018; Chair of the Risk Management Committee) and previously served on the board of Rona Inc. (2009-2013). Mr. Fortin holds a Bachelor of Arts in Management with a major in Finance from Université Laval in Québec City. Mr. Fortin lives in Québec, 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: 30,490,149 Deferred Share Units: 69,910 Value of at risk holding: $2,846,669,496 Mr. Fortin meets his equity ownership requirements - see page 35 for details. Rt. Hon. Stephen J. Harper Chairman and CEO of Harper & Associates Consulting Age: 67 Independent Director since: 2024 2025 Voting Results: 99.65% in favour Fiscal 2026 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. He brings strong expertise in public policy, international relations and geopolitical risk management that supports Couche-Tard's global ambitions. 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. Mr. Harper was the 22 nd Prime Minister of Canada from 2006 to 2015. Mr. Harper holds Bachelor's and Master's degrees in Economics from the University of Calgary and received an honorary Doctor of Philosophy from Tel Aviv University (2014). He has received several recognitions for public service, including the Ukrainian Order of Liberty and the Woodrow Wilson Award for Public Service. Mr. Harper lives in Alberta, Canada and speaks English and French. Committee memberships Audit Committee Other public company boards and committees Colliers International Group Inc. (2016 - present) - Chair of the Nominating & Corporate Governance Committee Interlocking Relationships None Securities held ▪ Shares: 590 Deferred Share Units: 3,479 Value of at risk holding: $379,027 Mr. Harper has until 2029 to meets his equity ownership requirements - see page 35 for details. Mélanie Kau Entrepreneur, Corporate Director Age: 64 Independent Director since: 2006 2025 Voting Results: 72.83% in favour Fiscal 2026 meeting attendance: 100% Mélanie Kau is a corporate director and seasoned retailer with more than 30 years' experience in creating customer connections. She brings extensive experience in retail brand building, network expansion and site development. As a retailer she acquired Naturiste, a 67-store chain of natural supplements and vitamins, leading them back to profitability within 2 years. Today their supplements are sold in Metro grocery stores across the province of Québec. At the start of her career, she guided Mobilia's growth as the premium chain of contemporary furniture stores in eastern Canada. 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 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 holds 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 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: 178,990 Value of at risk holding: $16,672,919 Ms. Kau meets her equity ownership requirements - see page 35 for details.
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