Slides
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1 31 - J U L Y - 2026 Strategic Combination with Żabka for European Convenience Retail Leadership
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2 Disclaimer Forward Looking Statements This presentation may include certain statements that are "forward -looking information" within the meaning of the securities law s of Canada, including statements relating to the intended commencement of the voluntary tender offer (the "Offer") by Couche -Tard in respect of Żabka Group ("Żabka") to acquire up to 100% of the outstanding equity of Żabka (the "Transaction") and the expected timing thereof, including the expected review of the Offer document by the Polish Financ ial Supervision Authority (the "PFSA"), the expected commencement and duration of the acceptance period, and the satisfaction or waiver of the conditions to the completion of the Offer, the expected sourc es of financing of the Transaction and the consummation of the financing contemplated by the committed debt financing, Couche -Tard's intention to acquire all of the outstanding shares of Żabka and, if the applicable threshold is reached, to implement a compulsory buy -out of the remaining shares and to seek the delistin g of Żabka's shares from the Warsaw Stock Exchange, and the expected benefits of the Transaction. Any statement in this presentation that is not a statement of historical fact may be deemed to be forward -looking information. When used in this prese ntation, the words "believe", "could", "should", "intend", "expect", "estimate", "assume", "aim", "align", "maintain", "conti nue", "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 information, although not all forward -looking statements include such words. Th e purpose of such information in this presentation is to assist readers in understanding Couche -Tard's expectations in respect of the anticipated benefits of the Transaction and may not be appropriate for other purposes. These statements are based on management's current expectations, assumptions and estimates, which it believes are reasonable. Those material assumptions include that the conditions to the commencement and completion of the Offer will be satisfied or wai ved on the terms and schedule currently contemplated; that the PFSA review period of the Offer document and the acceptance period will commence an d conclude within the periods currently expected; that the required merger control, foreign investment and foreign subsidies cle arances will be obtained without conditions that are materially adverse to Couche -Tard; that any irrevocable undertakings or support undertakings will be performed in accordance with their terms; that Couche -Tard will be able to integrate Żabka's operations, including its franchised store network, within the anticipated time periods and at the anticipated cost levels; and that the anticipated benefits of the Transaction will be rea lized. These statements are subject to a number of risks and uncertainties that could cause actual results and outcomes to differ ma terially, including: the risk that the Offer is not commenced; the timing and outcome of the review of the Offer document by the PFSA; the length of, and any extension to, the acceptance period; the limited circumstances in which the Offer may be withdrawn once announced and the lim ited conditions that may be attached to it; the receipt of required regulatory approvals and the risk that they are received or granted only subject to conditions; the availability of Couche -Tard's committed financing in accordance with its terms; the risk that credit ratings may be reduced or withdrawn; currency exchange risk and foreign currency exposure related to the purchase price of the Transactio n; the level of acceptances received under the Offer, including the risk that Couche -Tard does not acquire all of the equity interests in Żabka or reach the threshold required to implement a compulsory buy -out of minority shareholders, and is unable to fully integrate Żabka as a result; the performance of any irrevocable undertakings or support undertakings; the possibility that a competing offer is announced, that the consideration under the Offer is changed or that acceptances are withdrawn; the timing and outcome of any application to delist Żabka's shares from the Warsaw Stock Exchange, and the risk that Żabka remains a listed company with a public minority and continuing compliance obligations; the risk of claims, proceedings or cha llenges by minority shareholders of Żabka in Poland or Luxembourg in respect of the consideration offered or any delisting; Couche-Tard being adversely impacted during the pendency of the Transaction; the potential failure to realize the anticipated be nefits from the Transaction and Couche -Tard's ability to integrate Żabka's business; Couche-Tard's reliance upon information provided by Żabka in connection with the Transaction and publicly available information; and potential undisclosed costs or liabilities associated with the Transaction. Major factors that may lead to a material difference between the foregoing and actual results also includ e such other risks as described in detail from time to time in the reports filed by Couche -Tard with securities regulatory authorities in Canada available on SEDAR + under Couche-Tard's profile at www.sedarplus.ca, including under "Business Risks" in Couche-Tard's management's discussion and analysis for the 52-week period ended April 26, 2026. The risks described therein are not the only ones Couche -Tard faces. Additional risks not presently known to Couche-Tard or that it currently deems immaterial may also significantly impair its business, financial position or re sults of operations. All forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement and speaks as of the date of this presentation. Couche -Tard undertakes no obligation to publicly update such forward -looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws. The pro forma information set forth in this presentation should not be considered to be what the actual financial position or results of operations of Couche -Tard would have necessarily been had the Transaction been completed as at or for the periods state d. Readers should not place undue reliance on pro forma information. Information Regarding Żabka The description of, and information about, Żabka and its business contained in this presentation, as well as pro forma information as regards Żabka, are based upon information made publicly available by Żabka in documents filed with the Warsaw Stock Exchange, analyst reports published in respect of Żabka, and upon non-public information made available by Żabka to Couche-Tard. Such information has not been verified independently by Couche -Tard. Accordingly, an unavoidable level of risk remains regarding the accuracy and completeness of the information regarding Żabka and contained in this presentation, including with respect to facts or circumstances that would affect the completeness or ac curacy of such information and which are unknown to Couche -Tard. Żabka prepares and presents financial statements in accordance with IFRS ® Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). This presentati on refers to financial measures presented by Żabka, such as Adjusted EBITDA, which is not recognized under IFRS Accounting Standards and which may not be comparable to similar measures presented by Couc he-Tard or other companies. The financial information of Żabka presented in this presentation has not been adjusted to give effect to the differences between the accounting policies of Żabka and Couche-Tard, and thus may not be directly comparable to Couche -Tard's financial information. For further information regard ing such measures, or to review Żabka's securities filings, refer to: https://zabkagroup.com/investors/reports/. External Information Where this presentation quotes any information or statistics from any external source, including any analyst report in respec t of Żabka, it should not be interpreted that Couche -Tard has adopted or endorsed such information or statistics as being accurate. We adv ise you that some of the information presented herein is based on or derived from statements by third parties, has not been independently verified by or on behalf of Couche-Tard, and that no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or any other information or opinions contained herein, for any purp ose whatsoever. Currency and Foreign Exchange Rates All dollar figures in this presentation are in U.S. dollars, except when stated otherwise. Where financial information of Żabka or another dollar figure has been converted from Polish Zloty (PLN) to U.S. dollars for purposes of comparison, PLN has been converted at an exchange rate of 0.265 U.S. dollars per 1.00 PLN. No Unlawful Offer or Solicitation This Presentation does not constitute an offer to purchase or sell or a solicitation of an offer to purchase or sell any secu rities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Presentation and the offering of any securities by the Company in certain jurisdictions is restricted by law.
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3 Today’s Presenters ALEX MILLER President & Chief Executive Officer FILIPE DA SILVA Chief Financial Officer TOMASZ BLICHARSKI Group Chief Strategy & Development Officer and Incoming CEO
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4 Agenda 1. Transaction Overview And Rationale 3. Execution And Integration 2. Financial Framework 4. Q&A
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5 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 Cultures, And Differentiated Platforms To Accelerate Growth And Innovation Across Europe Leading convenience retail platforms with strong strategic fit Combining global scale with market-leading digital capabilities Accelerating growth via shared innovation and best practices Enhancing operational excellence across the combined business Delivering long-term value creation for shareholders ALIGNED STRATEGIC PRIORITIES Convenience Leadership Digital Innovation Operational Discipline Growth Mindset Value Creation Focus 1. Transaction Overview And Rationale
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6 Key Headline Transaction Terms ⚫ All-cash acquisition of up to 100% of Żabka Group (“Żabka”) at PLN 32.00 per share implying total equity consideration of ~$8.6B at 100% (total implied enterprise value of ~$11.0B)1 ⚫ The transaction implies a multiple of ~7.5x EV / 2026E Adj. EBITDA2, 3, inclusive of synergies4 ⚫ Offered price per share is ex-dividend of PLN 0.53, which is to be paid on 31-July-2026 ⚫ Voluntary Tender Offer (“VTO”) process to commence in August 2026 with hard irrevocable agreements to tender from CVC Capital Partners, Partners Group, and key Żabka Group executive managers ⚫ Establishes control upon completion of VTO, with ~58% of Żabka shares tendered from the three groups ⚫ Targeting close by Q4 2026, subject to customary closing conditions and regulatory approvals Transaction Details ⚫ Pro forma2 Alimentation Couche-Tard (“ACT”) to have illustrative combined LTM5 revenue of ~$83.9B and Adj. EBITDA of ~$7.8B (~9.3% Adj. EBITDA margin)2, 6 excluding the impact of synergies ⚫ Significant cost and revenue synergy opportunities of ~$250M2 with ability to fully achieve by year 34 ⚫ Growth and Adj. EBITDA margin accretive and expected to be EPS accretive by year 22 ⚫ Double digit Return on Invested Capital (“ROIC”)7 expected by year 32 Financial Impact ⚫ Fully committed financing for the transaction’s 100% certain funds requirement consisting of Letter of Credit and delayed-draw EUR Term Loans ⚫ Expected pro forma leverage of ~3.0x net debt to Adj. EBITDA6 at closing2 ⚫ No expected credit rating impact; leverage ratio within framework range by year 22 Capital Structure & Financing ~9.3% 2, 6Adj. EBITDA Margin2, 6 (Illustrative Pro Forma Combined, Excluding Synergies) ~$250M2 Run-Rate Synergy Opportunities4 EPS Accretive Expected By Year 22 No Anticipated Impact On Credit Rating2 Key Highlights Note: All figures shown on a post IFRS-16 basis. 1 Based on latest reported shares outstanding of 1.0B and net financial debt including leases of PLN 8.8B ($2.4B) as of 31-March-2026; 2 Represents forward-looking information within the meaning of applicable securities laws, please refer to the "Forward-looking statements" section of this presentation for additional details; 3 Adjusted EBITDA of PLN 4.6B ($1.2B) based on FactSet analyst consensus estimates for Żabka FY 2026E (December year end) at 27-July-2026, including estimated run-rate synergies of $250M (PLN ~943M); 4 Assumes gradual acquisition of 100% of Zabka Group equity over next three years following completion of the VTO; 5 LTM as at 26-April-2026 for Alimentation Couche-Tard and 31-March-2026 for Żabka Group; 6 Please refer to the "Non-IFRS Accounting Standards Measures" section of this presentation for additional information on performance measures not defined by IFRS Accounting Standards; 7 ROIC calculated as pre IFRS-16 earnings before interest and tax divided by enterprise value, plus cumulative capex, D&A excl. right-of-use, and working capital. Assumes acquisition of 100% of Zabka Group equity Double Digit ROIC7 Expected By Year 32 1. Transaction Overview And Rationale
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7 Żabka Is A Scaled Leader In Polish Modern Convenience Retail Source: Żabka Group information Note: All figures shown on a post IFRS-16 basis; 1 Store network as of 30-June-2026, includes Nano stores and stores in Romania; 2 LTM as at 31-March-2026 for Żabka Group; 3 Please refer to the "Non-IFRS Accounting Standards Measures" section of this presentation for additional information on performance measures not defined by IFRS Accounting Standards; 4 Aligned to ACT definition of Adj. EBITDA margin and calculated as a percentage of revenue; 5 CAGR represents 2000 to 2025; 6 Franchisees as of December 2025 25+ Years Consistent Strong Growth 13.1k Store network1 $7.4B Revenue2 $1.1B 2, 3Adj. EBITDA2, 3 ~14.8% 2, 3, 4Adj. EBITDA Margin2, 3, 4 ~+23% 25-Year Sales to End Customers CAGR5 ~11k Franchisees6 #1 Convenience Banner in Poland Leading convenience retail network in Poland, with expanding presence in Romania, supported by an integrated and increasingly diversified convenience ecosystem Tech-powered platform combining physical retail, digital channels, e-commerce and foodservice capabilities Network of compact, modular neighborhood stores underpinned by attractive density economics and a capital-efficient franchise model Leading ready-to-eat platform complemented by an advanced and continually evolving digital customer offering 1. Transaction Overview And Rationale The Ultimate Tech-Powered Convenience Ecosystem
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8 Żabka Has A Long Track Record of Consistent Innovation And Growth Source: Żabka Group information Note: 1 Represents Żabka sales to the end customers and sales of Maczfit, Dietly, Drim Daniel, Froo and Q-comm and does not represent Company’s reported revenue. 2 Refers to 2024-2028E CAGR per OC&C Market Report. 3 Total Addressable Market refers to all market spend in Physical Grocery, Health & Beauty, Convenience Services, Foodservice, eGrocery and Dietary/D2C catering. 4 Directly Addressable Markets that are addressable by modern convenience with fully penetrated store networks. 5 In line with Żabka’s mid-term targets to more than double Sales to End Customers vs 2023; 6 Please refer to the “External Information” section of the Disclaimer at page 2 of this presentation for additional information on the external information used in the presentation; 7 Represents forward-looking information within the meaning of applicable securities laws. Please refer to the "Forward-looking Statements" section of this presentation for additional details +23% 2000 to 2025 CAGR 2000 to 2015 Selected Grocery Selected Services Old Concept Corner Store 2016 to 2019 Adjusted Grocery Expanded Services + Selected QMS Format Evolution Modern Convenience 2020 to 2025 Adjusted Grocery Expanded Services Expanded QMS + Launched E-Grocery / D2C Meals Ultimate Tech-Powered Convenience Ecosystem Polish TAM3, 6 $163B +4.4% CAGR2 Polish DAM4, 6 $33B +8.5% CAGR2 + Expanded QMS (Zabka Café 2.0) + Expanded Digital Offering + International Future and Now Sales To End Customers ($B)¹ 5, 7 0.1 0.3 0.5 1.5 1.7 1.9 2.2 2.7 3.1 3.8 4.9 6.0 7.2 8.3 2000 2004 2008 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Mid-term 1. Transaction Overview And Rationale
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9 Żabka Stores Are Tactically Designed For The Modern Consumer, With Optimized Layout And Convenience Selection Source: Żabka Group information Note: 1 As of March 2026 and represents yearly active shoppers who have made a transaction over the past 12 months; 2 QMS = Quick Meal Solutions, a wide range of products, including: coffee, hot dogs, healthy snacks, sandwiches; Modular Store Layout Allowing For Format Versatility, With Standard ~65 Sq. Meter Store Digital Penetration With Personalized Mobile App And 10M+ Yearly Active Shoppers1 Mission-Oriented Layout Promoting Strategic Categories ~20% Of Transactions Include A QMS2 Product Curated Assortment Based On Seasonality And Customer Profiles Around 2 Minutes Average Store Visit Time Automated Product And Pricing Architecture, And Store Location Selection Sandwiches Smoothies Vitamin Shots Hot Dog Coffee French Fries Burgers Pizza Churros Salads Services Quick Meal Solutions Snacks Zabka Café 2.0 & Street Food Self Checkout Chilled Drinks Soft Drinks Digitally Enabled By The Leading Consumer App For Now Up To 4-Hours For Later Fruits & Vegetables QMS1 Dairy Desserts Breakfast DIY Chilled Drinks Fridge Soft Drinks Fridge Frozen Food Beverages Beverages Tobacco & Alternatives Alcohol Alcohol Fridge Wine Wine Fridge Beverages Fridge Self Check Lotto Impulse Snack GSM/ Prepaid Snacks Beverages Confectionery HPC Soft Drinks GroceriesSweetsSnacks Bread / Bakeries Text Promotions 1. Transaction Overview And Rationale
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10 The Transaction Represents A Strategic Combination With Europe’s Leading Listed Convenience Platform Strong Historical Financial Profile With Path To Continue Compounding Industry-Leading Convenience Capabilities Enhancing ACT’s Core + More Strategy Established Player In A Large, Growing Central And Eastern European Market With Attractive Tailwinds Long-Term Growth Model With 25+ Years Of Strong Growth (+23% CAGR3 from 2000 to 2025) High-Quality Entrepreneurial Management Team With Deep Bench Of Talent In Support Highly Complementary Businesses, Capabilities And Geographies Capital-Efficient Franchise Model With Attractive Unit Economics (9-14m4 payback for 2023 cohort) Execution Model Leveraging Scaled Digital Leadership In Data And AI Across The Value Chain Unique “Convenience Ecosystem” With A Scaled Physical And Digital Platform (11.7 million users across digital channels)2 Incremental Growth Optionality Through Whitespace Expansion Proven Operating Model With Strong Track-Record Of Consistent Execution Driving Traffic, Frequency And Offering Mix Through A Leading Mission-led Model (4.3 million average daily transactions)1 Disciplined ExecutionStrong EconomicsStrategic Fit 1. Transaction Overview And Rationale Source: Żabka Group information Note: 1 As of December 2025; 2 As of March 2026, Digital Customer Offering user base, yearly active users; 3 Refers to CAGR of sales to end customers; 4 Refers to 9-14 months time period for store payback
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11 Core + More Pillar Objectives Supports Core + More Żabka Strongly Supports ACT’s Core + More Strategy Note: 1 Strategic categories include, but not limited to, Quick Meal Solutions, soft drinks, and sweets; 2 As of December 2025; 3 As of March 2026 and represents yearly active shoppers who have made a transaction over the past 12 months Amplify the Core Fuel, Nicotine, and Thirst Outpace market volatility and deliver reliable, high-volume and high-margin growth ✓ Dominates high-frequency volume-driven categories ✓ Leading selection of private label drinks and nicotine driving traffic Invest in More Food, Offering, Network, and Mobility Transform into a premier food destination and expand into high-growth territories ✓ Global benchmark for fresh food quality ✓ Small-formats enable daily fresh delivery and menu innovation Enablers Digital, Data, Tech, and Supply Chain Unlock value through data-driven engagement and a frictionless digital experience ✓ Provides a digital-first retail experience ✓ Optimized digital operating model across the supply chain Leading Private Label Beverage Offering Double-Digit Growth in Strategic Categories1, 2 ~90% Of Polish Consumers Rank Food Quality Top Driver Hundreds Of Exclusive Products Launched Every Year 10M+ Yearly Digital Active Shoppers3 4.3M Average Daily Transactions2 1. Transaction Overview And Rationale
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12 US 57% Canada 11% Europe and Other Regions 32% 1LTM April 2026A1 LTM March 2026A Illustrative Pro Forma9 Key Takeaways Store Mix2 Significantly Expanded Convenience Store Footprint Revenue and Gross Profit Geographic Mix5 Step-Change In European Presence and Scale Revenue and Gross Profit Segment Mix5 Increased Diversification Outside of Fuel Revenue6 $76.5B $7.4B $83.9B Higher-Margin, Higher- Growth, And Focused On ACT’s “Core + More” YoY Revenue Growth6 +5.0% +14.7% +5.8% Adj. EBITDA7, 9 $6.7B $1.1B $7.8B Adj. EBITDA Margin7, 9 8.8% 814.8%8 9.3% Merchandise and Service 25% Road Transportation Fuel 74% Other 1% Żabka Adds Significant Scale And Diversification To ACT Note: All figures shown on a post IFRS-16 basis; 1 LTM as of April 2026A for ACT refers to the 52-week period ending 26-April-2026. 2 “International” segment refers to third-party licensed stores across the globe with franchise fees from “International” licensed stores presented as part of the United States. “Europe & Other Regions” segment refers to company-operated stores outside of US and Canada with “Other” including regions such as Hong Kong; 3 Store count for ACT as of 26-April-2026; 4 Store count for Żabka Group as of 30-June-2026, includes Nano stores and stores in Romania; 5 Figures presented on a LTM basis as defined in footnote 1 for ACT and LTM as of 31-March-2026 for Żabka Group. Revenue pie charts for Żabka Group calculated based on Sales to End Customers (StEC) with both SteC and Gross Profit included in ACT’s Europe and Other Regions segment and ACT’s Merchandise and Service segment; 6 LTM revenue growth between LTM as of April-2025/26 for ACT (as defined in footnote 1) and LTM as of March-2025/26 for Żabka Group; 7 Adjusted post IFRS-16 EBITDA excluding synergies for both ACT and Żabka Group; 8 Aligned to ACT definition of Adj. EBITDA margin and calculated as a percentage of revenue; 9 Please refer to the "Non-IFRS Accounting Standards Measures" section of this presentation for additional information on performance measures not defined by IFRS Accounting Standards; 10 Total does not tie due to rounding Poland 98% Romania 2% US 24% Canada 7% Europe and Other Regions 60% International 9% Europe and Other Regions 100% Ultimate Convenienece 95% New Growth Engines 5% Merchandise and Service 33% Road Transportation Fuel 66% Other 1% Revenue Mix Gross Profit Mix Legend 65%10% 25% 100% 58% 9% 33% 97% 3% 52%46% 2% 49%49% 2% US 51% Canada 9% Europe and Other Regions 40% 17.3k3 13.1k4 30.3k10 2. Financial Framework US 42% Canada 12% Europe and Other Regions 30% International 16%
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13 …With Substantial Additional Synergy Upside $250M+ Of Identified Synergy Opportunities1… Significant Value Creation With Over $250M Of Identified Synergy Opportunities + Digital, Data, Technology ✓ Offer And Private Brands Leveraging Scale Process And Cost Efficiencies ✓ ✓ ✓ Note: 1 Assumes acquisition of 100% of Zabka Group equity over next three years following completion of the VTO. Represents forward-looking information within the meaning of applicable securities laws, please refer to the "Forward-looking statements" section of this presentation for additional details 2. Financial Framework $250M1+ Run-Rate G&A And HQ Costs Private Label Sales Procurement and Logistics Savings Standalone POS, Media, and AI Capabilities Enhanced Geographic Presence Loyalty And Food Programs
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14 ` ACT’s Proven Track Record Of Deleveraging In The Context of An Active M&A History Will Be Employed As Part Of This Transaction Transaction Leverages Strong Balance Sheet To Drive Value Creation Within Defined Playbook 4.2x 3.0x 2.5x 3.2x 3.2x 2.9x 2.7x 2.1x 2.1x 3.1x 2.4x 2.2x 2.0x 2.0x 3.1x 2.1x 1.5x 1.3x 1.4x 1.5x 2.2x 2.0x 2.0x FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 Note: 1 Defined as net debt to Adj. EBITDA, pro forma for the transaction. Please refer to the "Non-IFRS Accounting Standards Measures" section of this presentation for additional information on performance measures not defined by IFRS Accounting Standards. Represents forward-looking information within the meaning of applicable securities laws, please refer to the "Forward-looking statements" section of this presentation for additional details Illustrative Net Leverage At Closing1 Illustrative Net Leverage By Year 21 ~3.0x Leverage Within Framework Range Deleveraging Trajectory 2. Financial Framework
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15 An Efficient Transaction Process – Key Transaction Dates 31st July Signing And Announcement 01. Expected 26th August1 Publication Of VTO Circular and Launch of VTO Subscription Period 02. Expected Q3 / Q4 20261 Voluntary Tender Offer Process 03. Expected by Q4 20261 Regulatory Approvals (Antitrust, FSR, FDI) 04. Expected by Q4 20261 Transaction Closing 05. 3. Execution And Integration Note: 1 Represents forward-looking information within the meaning of applicable securities laws; please refer to the "Forward-looking Statements" section of this presentation for additional details.
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16 Governance And Integration Principles ACT Is Focused On Maintaining Operational Continuity Business Continuity Żabka will continue to operate independently with no disruption to day-to-day operations Governance A clear governance structure will support efficient decision-making while preserving local accountability People & Customers Maintaining a strong employee, franchisee, and customer experience will remain a key priority throughout integration Value Creation Dedicated integration teams will capture best practices and long-term value creation opportunities across the group 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 plans 3. Execution And Integration
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17 Thank You!
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18 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 under IFRS Accounting Standards, which are also calculated on an adjusted basis to exclude specific items. Those performance measures ar e 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 Couche -Tard. The following Non-IFRS Accounting Standards financial measures are used in this presentation: • Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA") and adjusted EBITDA; and • Pro forma adjusted EBITDA. The following Non-IFRS Accounting Standards ratios are used in this presentation: • Adjusted EBITDA margin; • Pro forma adjusted EBITDA margin; and • Leverage ratio. Non-IFRS Accounting Standards financial measures and ratios are mainly derived from the consolidated financial statements but do not have standardized meanings prescribed by IFRS Accounting Standards. These Non -IFRS Accounting Standards measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS Accounting Standards. In addition, our d efinitions and those of Żabka of Non-IFRS Accounting Standards measures may differ from those of other public companies. Any such modification or reformulati on may be significant. These measures may also be adjusted for the pro forma impact of acquisitions and impacts of new accountin g standards if they are considered to be material. This presentation also makes reference to certain pro forma Non -IFRS Accounting Standards and other financial measures and ratios giving effect to the Transaction, in cluding pro forma adjusted EBITDA and pro forma adjusted EBITDA margin. These measures are not recognized measures under IFRS Accounting Standards, do not have a standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other companies. Couche -Tard believes that such Non-IFRS Accounting Standards and other financial measures provide readers with a better understanding of how management assesses the potential contribution of Żabka to its results of operations. Pro forma adjusted EBITDA adjusts Couche-Tard's reported adjusted EBITDA to include the results from Żabka as if the Transaction would have occurred at the beginning of the applicable period, based on Couche -Tard's and Żabka’s reported adjusted EBITDA, and Żabka's reported prior twelve-month adjusted EBITDA as at the end of their respective most recently completed financial periods. Pro forma adjusted EBI TDA margin is calculated by dividing pro forma adjusted EBITDA by the sum of Couche -Tard's and Żabka's prior twelve-month revenues as at the end of their most recently completed financial periods. Please refer to the table below for additional information on the adjustments to pro forma adjusted EBITDA from adjusted EBIT DA and for a reconciliation of these measures to the most directly comparable IFRS measure. With respect to measures used by Żabka which are not recognized under IFRS Accounting Standards, please also refer to the section "Information Regarding Żabka". Couche-Tard Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA") and adjusted EBITDA. EBITDA represents Net earnings plus Income taxes, Net financial expenses, and Depreciation, amortization and impairment. Adju sted EBITDA represents the EBITDA adjusted for acquisition costs, the impact from changes in accounting policies and adoption of accounting standards, as well as other specific items for which the impact on consolidated results is not deemed indicative of future trends. These performanc e measures are considered useful to facilitate the evaluation of our ongoing operations and our ability to generate cash flows t o fund our cash requirements, including our capital expenditures program, share repurchases, and payment of dividends. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenues and expressing the result as a percentage. The table below reconciles Net earnings, as per IFRS Accounting Standards, to EBITDA and adjusted EBITDA: Non-IFRS Accounting Standards 52-week periods ended (in millions of US dollars) April 26, 2026 April 27, 2025 Revenues 76,506.6 72,856.8 Żabka Revenue for LTM as at March 31, 2026 7,433.5 - Net earnings 3,149.8 2,592.4 Add: Income taxes 935.2 729.7 Net financial expenses 580.2 512.5 Depreciation, amortization and impairment 2,358.4 2,105.4 EBITDA 7,023.6 5,940.0 Adjusted for: Net recovery on the resolution and remeasurement of certain long-standing legal matters (260.9) - Acquisition costs 17.5 19.4 Gain on regulatory divestiture related to GetGo acquisition (66.4) - Adjusted EBITDA 6,713.8 5,959.4 Adjusted EBITDA Margin 8.8% 8.2% Adjusted for: Żabka Adjusted EBITDA1 1,098.2 - Żabka Adjusted EBITDA Margin 14.8% - Pro Forma Adjusted EBITDA 7,812 - Pro Forma Adjusted EBITDA Margin 9.3% - Note: 1 Adjusted EBITDA for LTM as at 31-March-2026
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19 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 liabilities, and is considered useful to facilitate the understanding of our financial position in relation with financing obligations. Net interest -bearing debt corresponds to the previous measures minus Cash and cash equivalents and is considered useful to assess our financial heal th, risk profile, and ability to meet our financing obligations. Leverage ratio represents a measure of financial condition considered useful to assess our financial l everage and our ability to cover our net financing obligations in relation to our adjusted EBITDA. The table below reconciles net interest -bearing debt and adjusted EBITDA, for which the calculation methodology is described in another table of this section, with the leverage ratio: Non-IFRS Accounting Standards (Cont’d) Żabka Earnings before interest, taxes, depreciation, amortization and impairment ("EBITDA") and adjusted EBITDA. Żabka defines EBITDA as its net profits for the reporting period before the effect of income taxes, financing activities and depreciation and amortization expense. Żabka defines Adjusted EBITDA as EBITDA pre -Rent adjusted for certain non -recurring costs, including changes in ownership structure, raising new financing, group reorganization, asset disposals, M&A transaction costs, and incentive programs. The table below reconciles Żabka’s net profits, as per IFRS Accounting Standards, to Żabka’s EBITDA and adjusted EBITDA: 52-week periods ended (in millions of US dollars) April 26, 2026 April 27, 2025 Short-term debt and current portion of long-term debt 879.1 690.2 Current portion of lease liabilities 559.0 523.9 Long-term debt 10,420.1 8,776.8 Lease liabilities 4,587.8 3,965.4 Interest-bearing debt 16,446.0 13,956.3 Less: Cash and cash equivalents (3,111.3) (2,263.0) Net interest-bearing debt 13,334.7 11,693.3 Adjusted EBITDA 6,713.8 5,959.4 Leverage ratio 1.99 : 1 1.96 : 1 12-month period ended March 31, 2026 in millions of PLN in millions of US dollars Revenues 28,051.3 7,433.6 Net profits 1,109.4 294.0 Add: Income taxes 52.7 14.0 Net financial expenses 863.6 228.9 Depreciation, amortization and impairment 1,953.6 517.7 EBITDA 3,979.4 1,054.5 Adjusted for: Transaction-related incentive programs including MIP and bonuses 127.1 33.7 Costs related to changes in the ownership structure and obtaining sources of financing & Crown 45.1 11.9 Reclassification of minimum tax in Romania (from G&A costs to income tax) 6.6 1.7 Result on disposal of property, plant and equipment and right of use (14.0) (3.7) Adjusted EBITDA 4,144.2 1,098.2 Adjusted EBITDA Margin 14.8% 14.8%