Alimentation Couche Tard : 2023 Management Proxy Circular

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 Thursday, September 7, 2023, at 10:30 a.m. (EDT).

This year again, 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 2023

This 2023 fiscal year marked the achievement of our five-year "Double Again" strategic plan. While three of the past five years of our "Double Again" strategic plan have been during the most turbulent of times, with a global pandemic and extraordinary geopolitical and economic conditions, we kept our strategic focus and did not waver from our key growth pillars. We remained focused on delivering strong, consistent value to our customers and maintaining cost discipline across our operations. At the end of our five- year strategy, we embarked on long-awaited growth with acquisitions that bring us to new customers in the U.S., Canada and Europe and added categories that serve our mobility customers in new ways. Once again, we are so proud of all our team members for their commitment to the business, our customers, and our communities during yet another year of profound economic and global challenges.

In the year ahead, as we will start the next chapter of our strategic journey while global inflationary conditions are persisting, we have committed to a strategy anchored in our ambition to deliver value across our financial equation over the next five years. Our award-winning, engaged culture will continue to be guided by the values we live by: One Team, doing the right thing, taking ownership and playing to win as we will remain disciplined in our approach and committed to our vision of becoming the global preferred destination for convenience and mobility.

Board Succession

This year marks the departure of Mr. Jacques D'Amours, a co-founder of the Corporation, from our Board of Directors. We could not be more grateful for his immense contribution to the growth, culture and overall success of the Corporation over the span of his 34- year career and tenure as corporate director since 2014. As part of our Board Succession program and to ensure the transition of our founder's culture, we are pleased to welcome Mr. D'Amours' daughter, Ms. Marie-Ève D'Amours, as nominee to the Board of Directors this year.

Global company

We are immensely proud of the 128,000 people working in our global network comprised of more than 14,400 stores around the world. Their dedication, hard work and entrepreneurial spirit contributed to the Corporation's strong financial performance and set the stage for further success. We also wish to express our gratitude to our shareholders for their unwavering support and continued interest.

Your vote is important

Detailed instructions about how to participate at our Meeting and a description of the items of business to be considered at the Meeting can be found in the notice of annual meeting of shareholders and the accompanying management information circular. We invite you please to take some time to read these documents before you vote your shares as they discuss many important topics.

We look forward to engaging with you at our Meeting.

Sincerely,
(s) Alain Bouchard	(s) Brian Hannasch
Alain Bouchard	Brian Hannasch
Founder and Executive Chairman	President and Chief Executive Officer

ii

Alimentation Couche-Tard Inc. • 2023 Management Information Circular

Notice of our 2023 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
Thursday, September 7, 2023, at 10:30 a.m. (EDT)	Virtual meeting via live webcast at
	https://web.lumiagm.com/439117300

This year we will once again 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 in the enclosed management information circular (the "Circular").

Business to be transacted at the Meeting

1. To receive our audited consolidated financial statements for the fiscal year ended April 30, 2023, together with the auditor's report.
2. To appoint our independent auditor until the next annual meeting of shareholders and authorize the board to set its remuneration.
3. To elect each of the directors nominated to serve on our board until the next annual meeting.
4. To approve in a non-binding advisory capacity our approach to executive compensation policies.
5. To review two shareholder proposals received this year by the Corporation, but not submitted to a shareholder vote.

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 [phone](toll-free in North America)

1 [phone] (outside North America)

Send an email

[e-mail]

We need to receive your request by August 28, 2023 if you want to receive the Circular before the Meeting. After the Meeting, please call 1 [phone] or 1 [phone] to ask for a printed copy.

iii

Alimentation Couche-Tard Inc. • 2023 Management Information Circular

Attendance and voting at the Meeting

The record date (the "Record Date") for determination of shareholders entitled to receive notice of and to vote at the Meeting was July 10, 2023. Only shareholders whose names have been entered in the register of our shares 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	You are a non-registered shareholder if your shares are listed in
name.	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, 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 page 5 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 Company at 1 [phone].

By order of the Board of Directors,

(s) Valéry Zamuner

Valéry Zamuner

Senior Vice-President, General Counsel and Corporate Secretary

Laval, Québec

July 10, 2023

iv

Alimentation Couche-Tard Inc. • 2023 Management Information Circular

TABLE OF CONTENTS

• General Information

• Our Shares, Quorum and Principal Shareholders

• Voting Information
• Notice-and-Access
• Who can vote

• Appointment of proxyholder
  7 How to vote

10 Business of the Meeting

1. Presentation of our consolidated financial statements

1. Appointing of auditors
2. Election of directors
3. Voting on our approach to executive compensation

1. Shareholder proposals
2. Nominees for election to the Board of Directors

1. Director Nominee profiles

1. Attributes of our Directors

1. Other information about Director Nominees

33 Director Compensation

1. Our Director Compensation Program
2. Annual Retainers

1. Non-ExecutiveDirectors minimum equity ownership requirements
2. Deferred Share Unit Plan

1. Non-ExecutiveDirectors compensation table
2. Incentive plan awards - value vested or earned during fiscal 2023

1. Upcoming changes to non-executive director compensation in fiscal 2024

1. Corporate Governance practices
2. Composition of our Board

1. Role and duties of our Board and its Committees

1. About our Board Committees

1. Ethical business behaviour and Ethics Code of Conduct

1. Shareholder engagement and transparency
2. Human capital management

55 Compensation Discussion and Analysis

1. Letter from the Chair of the Human Resources and Corporate Governance Committee

1. 2023 Performance
2. Our 2023 Named Executive Officers

1. Executive 2023 Compensation at a Glance and Performance

1. Executive Compensation Program

1

Alimentation Couche-Tard Inc. • 2023 Management Information Circular