Alimentation Couche-Tard Inc. Acquisition of Statoil Fuel & - PowerPoint PPT Presentation

Alimentation Couche-Tard Inc. Acquisition of Statoil Fuel & Retail ASA Alimentation Couche-Tard Inc. to Make Recommended Offer To Acquire Statoil Fuel & Retail ASA for $2.8 Billion April 2012 0

Forward-Looking Information and Cautionary Language This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as “projected”, “estimate”, “may”, “anticipate”, “believe”, “expect”, “plan”, “intend” or similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact contained in these slides are forward-looking statements. Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond Alimentation Couche-Tard Inc.’s (“Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-looking statements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange rate fluctuations, and such other risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities in Canada, including those risks described in Couche-Tard’s management’s discussion and analysis (MD&A) for the year ended April 24, 2011. Unless otherwise required by law, Couche-Tard does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by it or on its behalf. No information presented in this presentation as of a date more recent than April 24, 2011 (in the case of Couche-Tard) and December 31, 2011 (in the case of Statoil Fuel & Retail ASA) has been audited. While the information contained in this presentation is believed to be accurate, Couche-Tard expressly disclaims any and all liability for any losses, claims or damages of whatsoever kind based upon the information contained in, or omissions from, this presentation or any oral communication transmitted in connection therewith. In addition, none of the statements contained in this presentation are intended to be, nor shall be deemed to be, representations or warranties of Couche- Tard and its affiliates. Where the information is from third-party sources, the information is from sources believed to be reliable, but Couche-Tard has not independently verified any of such information contained herein. This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer to invest in securities. All financial information in US dollar (“USD”), except where otherwise stated. Norwegian Krone (“NOK”) amounts converted in US dollar using the exchange rate as at April 17, 2012 of 5.7440 NOK per USD. 1

Company Representatives Alain Bouchard President and Chief Executive Officer Raymond Paré Vice-President and Chief Financial Officer 2

SFR Transaction Executive Summary Transaction Overview SFR Snapshot ● ● Couche-Tard to acquire Statoil Fuel # 1 Scandinavian Convenience and Fuel and Retail ASA (SFR/Oslo Børs) Retailer (“SFR”) ● Long history of >100 years in Scandinavia ● and >20 years in CEE Total acquisition price of $2.8 billion ● Broad network comprised of ~2,300 stations  Premium of 52.5% to SFR share  ~68% are company-operated closing price on April 17, 2012 ● 2011 Sales and 2011 reported Adjusted  7.0x Adj. EV/ 2011 EBITDAR (1) EBITDA of $12.8 billion and $526 million, ● respectively All cash offer supported by the Board and by Statoil ASA (54% shares locked up) ● Fully-funded transaction ● Closing expected end May / beginning June 2012 Couche-Tard acquires #1 Scandinavian convenience and fuel retailer (1) Total transaction enterprise value of $3.6 billion, including assumed net debt of $860 million. 3 Note: Throughout this presentation, EBITDA is defined as reported EBITDA adjusted for other gain/loss, net income/loss from associated companies and added implicit leasing interest on operating leases.

Couche-Tard Pro Forma Highlights Broad Geographic Footprint with Leading Market Positions • Leading C-store operator Best-in-Class C-Store Superior in North America, Scandinavia and Management Team Product Offerings Eastern Europe • • • Talented management team with Powerful banners continue to drive Increasing focus on private label and decades of experience and a strong traffic and sales fresh food products track record • Industry leading merchandise gross • SFR’s strong management team margin expected to remain in place Powerful Attractive Financial Results Sector Dynamics • • Strong and consistent financial Steady industry performance performance throughout all economic throughout downturn with strong cycles projected revenue growth • • Prolific history of positive same store C-store sector well positioned sales comps and highly attractive to gain share from traditional food returns on capital retail Attractive SFR Unrivalled Track Record of Synergy Potential Successful M&A • • Proven ability to extract significant Proven ability to integrate acquisitions synergies • Well positioned to lead from acquisitions further consolidation in fragmented • Transferring best practices across industry entire platform Couche-Tard's unique position as a premier convenience store operator will fuel growth 4

Table of Contents S ection 1. Couche-Tard S napshot 2. S FR Acquisition Overview 3. Couche-Tard Pro Forma Highlights 5

Section 1 Couche-Tard Snapshot 6

Couche-Tard Highlights ● Largest operator in North America in terms of number of corporate-operated stores  Network of 4,522 corporate-operated stores and 1,295 affiliated stores  Well-recognized banners including Couche-Tard, Circle K and Mac’s  Geographically diversified ● Proven track record of growth and profitability  Revenue, EBITDA and EPS ‘08-’11 CAGR of 7.3%, 14.9% and 28.9%, respectively ● Industry leading returns  LTM ROE of 20.4% and LTM ROCE of 19.5% ● Convenience retail industry has shown resilience and consistent growth over the last 30 years ● Leading consolidator in a fragmented industry  Successfully integrated more than 1,500 stores from over 33 separate acquisitions since Circle K acquisition in 2003 (1,663 stores from Conoco Phillips) ● Entrepreneurial management culture  Decentralized operating model Largest / best operator and proven consolidator in attractive / resilient industry 7 Note: LTM as of January 29, 2012

North American Footprint Network CENTRA L CANADA Corporat e st ores: 563 Affiliat ed st ores: 188 v WESTERN CA NADA Corporat e st ores: 303 A ffiliat ed st ores: 0 v QUEB EC EAST A ND A TLA NTIC Corporat e st ores: 341 A ffiliat ed st ores: 9 QUEB EC WEST WEST COA ST REGION Corporat e st ores: 323 Corporat e st ores: 228 A ffiliat ed st ores: 227 A ffiliat ed st ores: 298 GREA T LA KES REGION Corporat e st ores: 497 A ffiliat ed st ores: 195 MIDWEST REGION Corporat e st ores: 448 A ffiliat ed st ores: 51 SOUTHEA ST REGION Corporat e st ores: 271 A RIZONA REGION A ffiliat ed st ores: 61 Corporat e st ores: 623 A ffiliat ed st ores: 16 FLORIDA REGION GULF REGION Corporat e st ores: 391 Corporat e st ores: 313 SOUTHWEST REGION Affiliat ed st ores: 14 Affiliat ed st ores: 43 Corporat e st ores: 221 A ffiliat ed st ores: 193 CORPORATE STORE DISTRIBUTION: FLORIDA GULF WEST COA ST ARIZONA SOUTHEA ST SOUTHWEST MIDWEST GREAT LAK ES Florida California A labam a Alabam a Colorado Arizona Illinois Indiana Oregon A rkansas Georgia New Mexico Nevada Indiana Kent ucky Washingt on Louisiana Nort h Carolina Oklahom a Iow a Maine Texas Mississippi Sout h Carolina K ent ucky Maryland Florida Panhandle Missouri Massachuset t ss Total network of 5,817 stores in North America Tennessee Michigan New Ham pshire Ohio Pennsylvania 8 As of January 29, 2012 Verm ont West V irginia

International Presence China 75 Mexico 182 Japan 3,072 United Arab Emirates 14 Guam 13 Macau 22 Hong Kong 321 Vietnam 22 Indonesia 417 4,138 licensed Circle K stores in Asia, Mexico and U.A.E 9 As of January 29, 2012

Strong and Consistent Financial Performance Sales Same-store sales Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 7.3% CAGR Merchandise same-store sales US 2.4% 2.9% 3.0% 3.2% 4.4% 4.9% 3.9% 3.6% 1.5% 2.5% Can 2.6% 5.2% 4.9% 6.9% 6.6% 1.6% 0.4% -2.1% -0.2% 3.3% Motor fuel same store volume US 1.6% 3.9% -0.2% -0.7% 1.1% 0.5% 0.7% 0.3% -1.6% 0.2% Can 1.5% 3.3% 1.4% 4.2% 5.4% 5.3% 3.2% 1.8% -0.9% -3.0% EBITDA Free cash flow 14.9% CAGR 65.1% CAGR EPS CAGR of 29% from 2008 to 2011 As of January 29, 2012 10 (1) Calculated as a percentage of merchandise sales