UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 40-F

£
REGISTRATION STATEMENT PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Q

|For the fiscal year ended April 26, 2009 | Commission File
Number 333-10100
|---------------------------------------- | --------------------------------





|Quebec                             | 5411                         | Not Applicable      
|---------------------------------- | ---------------------------- | --------------------
|(Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S.
    Employer
|incorporation or organization)     | Classification Code Number)  | Identification No.) 

1600 St-Martin Boulevard East 
Tower B, Suite 200 
Laval, Quebec H7G 4S7, Canada 
(450) 662-6632 (Address and telephone number of Registrant's principal executive
offices)

Couche-Tard Financing Corp. 
2711 Centerville Road, Suite 400 
Wilmington, Delaware, 19808 
866-403-5272(Name, address (including
zip code) and telephone number 
(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section
12(b) of the Act:

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

|For annual
    reports, indicate by check mark the information filed with this Form:
|------------------------------------------------------------------------------------
|QAnnual information form                                                            

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:

The Registrant had 53,710,412 Multiple Voting Shares and 133,917,208
Subordinate Voting Shares outstanding as at April 26, 2009. The Registrants
shares are traded on the Toronto Stock Exchange.

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Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.

£Yes
      QNo


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

£Yes
      QNo


[Note: As a voluntary filer, not subject to the filing requirements, the
Registrant filed all reports under Section 13 or 15(d) of the Securities
Exchange Act during the preceding 12 months.]



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DOCUMENTS FILED WITH THIS FORM 40-F

1.

Annual
Information Form of the Registrant for the fiscal year ended April 26, 2009.

2.

Consolidated
balance sheets of the Registrant as at April 26, 2009 and April 27, 2008 and the
consolidated statements of earnings, changes in shareholders equity and cash
flows for each of the years in the three-year period ended April 26, 2009,
including a reconciliation to United States generally accepted accounting
principles and the auditors reports with respect thereto.

3.

Managements
Discussion and Analysis of Results and Financial Position of the Registrant for
the year ended April 26, 2009.

DISCLOSURE CONTROLS AND PROCEDURES

The Registrant carried out an evaluation pursuant to Exchange
Act Rule 13a-15(b), under the supervision and with the participation of the
Registrants management, including the Registrants President and Chief
Executive Officer and Vice-President and Chief Financial Officer, of the
effectiveness of the Registrants disclosure controls and procedures as of the
end of the period covered by this annual report on Form 40-F. Based upon that
evaluation, the President and Chief Executive Officer and Vice-President and
Chief Financial Officer concluded that the Registrants disclosure controls and
procedures are effective as of April 26, 2009 in ensuring that the information
required to be disclosed by the Registrant (including its consolidated
subsidiaries) in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms and is accumulated and
communicated to management, including the Registrants Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
disclosure.

MANAGEMENTS REPORT ON 
INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined inRule 13a-15(f) under the Securities Exchange Act of 1934 (United
States). With our participation management carried out an evaluation of the
effectiveness of the Registrants internal control over financial reporting, as
of the end of the Registrants fiscal year ended April 26, 2009. The framework
on which such evaluation was based is contained in the report entitled Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). This evaluation
included review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Based on this evaluation, management concluded that
the Registrants internal control over financial reporting was effective as at
April 26, 2009.

The effectiveness of the Registrants internal control over
financial reporting as at April 26, 2009, has been audited by
PricewaterhouseCoopers LLP, the Registrants independent auditors. The
attestation report of PricewaterhouseCoopers LLP is included in
PricewaterhouseCoopers LLPs report to the shareholders of the Registrant dated
June 14, 2009, which accompanies the Registrants audited consolidated financial
statements, filed with this annual report on Form 40-F.

July 14, 2009

|(s) Alain Bouchard                    | (s) Raymond Paré                          
|------------------------------------- | ------------------------------------------
|Alain Bouchard                        | Raymond Paré                              
|President and Chief Executive Officer | Vice-President and Chief Financial Officer



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INDEPENDENT AUDITORS'  REPORT

Refer to the independent auditors report attached to the consolidated
financial statements of the Registrant filed herewith.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in the Registrants internal control
over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect,
the Registrants internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

None

AUDIT MATTERS

Audit Committee

See the disclosure under "Audit Committee Disclosure" in the Annual
Information Form filed herewith.

The Board of Directors of the Registrant has determined that
it has one audit committee financial expert (as such term is defined in the item
8(a) of General Instruction B to Form 40-F) serving on its audit committee. Mr.
Roger Desrosiers has been determined by the Board of Directors of the Registrant
to meet the "independence" and the "audit committee financial expert" criteria
prescribed by the Securities and Exchange Commission ("SEC") and applicable
Canadian regulatory requirements and is independent, as that term is defined by
applicable Canadian regulatory requirements. The SEC has indicated that the
designation of Mr. Desrosiers as an audit committee financial expert does not
make Mr. Desrosiers an "expert" for any purposes, impose any duties, obligations
or liability on Mr. Desrosiers, that are greater than those imposed on members
of the audit committee and Board of Directors who do not carry this designation,
or affect the duties, obligations or liability of any other member of the audit
committee.

Principal Accountant Fees and Services

See the disclosure under "Audit Committee Disclosure  Auditors Fees" in the
Annual Information Form filed herewith.

Pre-Approval Policies and Procedures

The Registrants audit committee approves in advance the
engagement of the Registrants independent registered public accounting firm and
has established a policy and procedures on the approval of the non-audit related
services by the independent registered public accounting firm. Refer to the
disclosure under "Audit Committee Disclosure-Policy on the Approval of Non-Audit
Services" in the Annual Information Form filed herewith.

CODE OF ETHICS

The Registrant has adopted a Code of Ethics for its Chief
Executive Officer, Chief Financial Officer and directors and officers. See the
disclosure under "Audit Committee Disclosure  Code of Ethics for CEO, CFO and
Senior Financial Officers" in the Annual Information Form filed herewith. A copy
of the Code of Ethics will be provided in print free of charge to any person who
requests it by contacting the Registrant by telephone at (450) 662-6632 or mail
at the attention of the Corporate Secretary, 1600 St-Martin Blvd. East, Tower B,
Suite 200, Laval, Québec, H7G 4S7. There were no amendments or waivers to the
Code of Ethics in fiscal 2009.

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OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements as
defined by General Instruction B(11) of Form 40-F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See the disclosure under "Contractual Obligations and
Commercial Commitments " on page 13 in the Managements Discussion and Analysis
of Results and Financial Position filed herewith.

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ALIMENTATION COUCHE-TARD INC.



ANNUAL INFORMATION FORM

Fiscal year ended April 26, 2009





July 14, 2009

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|TABLE OF CONTENTS                                                
|-----------------------------------------------------------------
|                                                                 
|                                                                 
|Subject                                                          
|                                                                 
|Forward-Looking Statements                                       
|The Company                                                      
|- Name and Incorporation                                         
|- Intercorporate Relationships                                   
|General Development of the Business                              
|- Overview                                                       
|- History                                                        
|- Highlights of last three fiscal years                          
|Business                                                         
|- Business Strengths                                             
|- Store Network                                                  
|- Merchandise Operations                                         
|- Distribution and Suppliers                                     
|- Fuel Operations                                                
|- Information Systems                                            
|- Employees and Training                                         
|- Trade Names, Service Marks and
      Trademarks                
|Competition                                                      
|Environmental Matters                                            
|Regulatory Matters                                               
|Risk Factors                                                     
|Dividends                                                        
|Capital Structure                                                
|Ratings                                                          
|Market for Securities                                            
|Directors and Senior Officers                                    
|- Directors                                                      
|- Senior Officers                                                
|Legal Proceedings                                                
|Transfer Agent and Registrar                                     
|Material Contracts                                               
|Interests of Expert                                              
|Audit Committee Disclosure                                       
|- Charter                                                        
|- Composition of the Audit Committee                             
|- Financial Literacy                                             
|- Internal Controls                                              
|- Policy on the Approval of Non-audit Services                   
|- Code of Ethics for CEO, CFO and
      Senior Financial Officers
|- Whistle-Blowing Policy                                         
|- Auditors Fees                                                  
|Additional Information                                           

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As used in this annual information form, unless the context
indicates otherwise: (i) the Company or Couche-Tard refer collectively to
Alimentation Couche-Tard Inc. and, unless the context otherwise requires or
indicates, its subsidiaries and (ii) $ or dollars refer to American dollars
and Cdn$ or Cdn dollars refer to Canadian dollars.

FORWARD-LOOKING STATEMENTS

This annual information form includes certain statements that
are forward-looking statements within the meaning of the securities laws of
Canada and the United States. Any statement in this annual information form that
is not a statement of historical fact may be deemed to be a forward-looking
statement. When used in this annual information form, the words believe,
intend, expect, estimate and other similar expressions are generally
intended to identify forward-looking statements. It is important to know that
the forward-looking statements in this document describe the Companys
expectations as at July 14, 2009, which are not guarantees of future performance
of Couche-Tard or its industry, and involve known and unknown risks and
uncertainties that may cause Couche-Tards or the industrys outlook, actual
results or performance to be materially different from any future results or
performance expressed or implied by such statements. The Companys actual
results could be materially different from its expectations if known or unknown
risks affect its business, or if its estimates or assumptions turn out to be
inaccurate. A change affecting an assumption can also have an impact on other
interrelated assumptions, which could increase or diminish the effect of the
change. As a result, the Company cannot guarantee that any forward-looking
statement will materialize and, accordingly, the reader 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 the
Companys business. For example, they do not include the effect of sales of
assets, monetizations, mergers, acquisitions, other business combinations or
transactions, asset write-downs or other charges announced or occurring after
forward-looking statements are made.

Unless otherwise required by applicable securities laws,
Couche-Tard disclaims any intention or obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing risks and uncertainties include the risks set
forth under Business Risks as well as other risks detailed from time to time
in reports filed by Couche-Tard with securities regulators in Canada and the
United States.

THE COMPANY

Name and Incorporation

The Company was incorporated under Part IA of the Companies
Act (Québec) by certificate of amalgamation dated May 1, 1988. On December
15, 1994, the Company changed its corporate name from Actidev Inc. to
Alimentation Couche-Tard Inc. The Companys share capital was also changed at
that time so that it consists of an unlimited number of first preferred shares,
an unlimited number of second preferred shares, an unlimited number of multiple
voting shares and an unlimited number of subordinate voting shares. By
certificate of amendment dated September 8, 1995, the Company redesignated the
multiple voting shares as Class A multiple voting shares (the Multiple Voting
Shares) and the subordinate voting shares as Class B subordinate voting shares
(the Subordinate Voting Shares). The Companys shares trade on the Toronto
Stock Exchange and, as of April 26, 2009, the Company had a total market
capitalization of approximately Cdn$ 2.5 billion.

The head office of the Company is located at 1600 St-Martin
Blvd. East, Tower B, Suite 200, Laval, Québec H7G 4S7.

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Intercorporate Relationships

The following chart illustrates the corporate organization of the Company and its principal subsidiaries, all of which are 100% owned.



GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Couche-Tard is the leader in the Canadian convenience store industry. It is the second largest convenience store operator in North America (whether integrated or not with a petroleum company) in terms of number of stores. As at April 26, 2009, its
network consisted of 5,443 convenience stores, 3,646 of which include motor fuel dispensing, located in 11 large geographic markets, including three in Canada covering all provinces and eight in the United States, which cover 34 American states.

The Company sells food and beverage items, motor fuel and other products and services targeted to meet its customers' demand for convenience and quality in a clean and welcoming environment. It believes that its business model has differentiated it
from its competition through its decentralized management structure, commitment to operational expertise, focus on in-store merchandise, particularly the higher growth and higher margin foodservice category, and continued investment in store
modernization and technology.

History

Alain Bouchard, the President and Chief Executive Officer of Alimentation Couche-Tard Inc., started the chain with just one store in 1980. In 1986, with a network of 34 stores, a predecessor of Couche-Tard completed an initial public offering and
listed its shares on the Montréal Exchange. In 1994, the predecessor company was privatized by its majority shareholder, Actidev Inc., a publicly held company. Later that year, Actidev Inc. changed its corporate name to Alimentation
Couche-Tard Inc.

After establishing a leading position in Québec, Couche-Tard expanded through internal growth and acquisitions in Ontario and Western Canada in 1997. In May 1997, Couche-Tard acquired 245 Provi-Soir
stores in Québec and 50 Winks stores in Ontario and Western Canada from Provigo Inc. In April 1999, Couche-Tard acquired 980 stores in Ontario and Western Canada operating under the Macs, Mikes Martand
Beckers banners through the acquisition of Silcorp Limited, a publicly-held company. Beginning in 2001, Couche-Tard began making acquisitions in the United States namely in June 2001, whereby it acquired 172 stores operated under the
Bigfoot banner located in Indiana, Illinois and Kentuky. In August 2002, Couche-Tard acquired 287 stores operated under the Dairy Martbanner located in these states and other located in Pennsylvania and Michigan. In December 2003,
Couche-Tard acquired from ConocoPhillips Company 1,663 Circle K stores located in 16 states in addition to 627 franchised stores and under licence. During the last fiscal years, the Company closed numerous acquisitions allowing it to reinforce its
presence in current markets and entering new ones. In May 2008, Couche-Tard entered into a commercial partnership agreement with Irving Oil Limited pursuant to which more than 250 stores were integrated with Couche-Tards network in the
Atlantic Provinces of Canada and the New England States in the United States resulting in network coverage from coast to coast.

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Highlights of Last Three Fiscal Years

Fiscal 2009

In February 2009, the Company purchased seven company-operated stores in the Greensboro and Raleigh regions of North Carolina, United States from Gate Petroleum Company. The Company leases the land and buildings related to two sites and it owns the
building and leases the land for one site, while it owns both these assets for the other sites.

Also in February 2009, the Company purchased 13 stores located in the province of Quebec, Canada from Exploitation Quali-T inc., a subsidiary of Groupe Therrien. The Company leases the land and buildings related to all of these sites.

In July 2008, the Company purchased 70 company-operated stores in the St. Louis, Missouri area and the nearby central Illinois area, United States from Spirit Energy. For 11 sites, the Company owns the buildings and the land; it leases the land for
two sites and leases both land and building for the remaining 57 sites.

In May 2008, the Company and Irving Oil Limited announced that it had extended their commercial partnership agreement in order to add another 252 convenience stores operated by Irving and located in the Atlantic Provinces of Canada and the New
England States in the United States. Pursuant to this agreement, the Company operates these sites under a lease agreement with Irving.

Also in May 2008, the Company signed a master franchise and license agreement for the exclusive development of the Circle K Brand in the territory of the Socialist Republic of Vietnam, with GR Vietnam International Limited.

In April 2008, the Company purchased 15 company-operated stores in central Illinois, United States from Speedway Superamerica LLC. The Company owns the land related to 14 sites and leases one while it owns all 15 buildings.

Fiscal 2008

In December 2007, the Company concluded a sale and leaseback transaction with Cole Credit Property Trust II, Inc. relating to 83 properties in different states in the United States for a total amount of $ 131.4 million.

In June 2007, the Company acquired 28 company-operated stores and five land parcels from Sterling Stores LLC.

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Fiscal 2007

In April 2007, the Company acquired from Star Fuel Marts, LLC, 53 company-operated stores in Oklahoma City, Oklahoma, United States. Forty-two of the 53 stores are operated under operating leases.

In February 2007, the Company acquired from Richcor, Inc., 13 company-operated stores in the city of Pensacola, Florida, United States. Pursuant to this transaction, the Company bought the land and buildings of 13 sites.

In December 2006, the Company purchased a network of 236 stores from Shell Oil Products US and its affiliate, Motiva Enterprises LLC. The stores acquired are located in the regions of Baton Rouge, Denver, Memphis, Orlando, Tampa and in the Southwest
Florida, United States. Of the 236 stores, 174 were company-operated, 50 were operated by independent store operators and 12 had a motor fuel supply agreement.

In October 2006, the Company purchased, from Sparkys Oil Company, 24 company-operated stores in the West Central Florida, United States.

Also in October 2006, the Company acquired from Holland Oil Company 56 company-operated stores in Ohio, United States.

In August 2006, the Company purchased a network of 24 stores in the Monroe area of Louisiana, United States from Moore Oil Company LLC. Of these 24 stores, 11 were operated by the latter and 13 were operated by independent store operators.

In June 2006, the Company acquired from Spectrum Stores, Inc. and Spectrum Holding, Inc., 90 company-operated stores in the States of Alabama and Georgia in the United States.

BUSINESS

Business Strengths

Leading Market Position. Couche-Tard has a network of 5,443 convenience stores which makes it the second largest convenience store operator in North America in terms of number of stores. It believes its well-recognized banners, including
Couche-Tard, MacsandCircle K have an established reputation for convenience and excellence in product selection and value that helps to differentiate its stores from those of its competitors. It believes that the
geographic diversity of its network throughout the United States and Canada reduces its exposure to adverse local and/or regional market conditions, including fluctuations in motor fuel prices. With more than $15 billion in revenues in fiscal
2009 and 29 years of convenience store operations, the Company believes its size and experience have enabled it to develop operating efficiencies that provide it with a competitive advantage, particularly with respect to merchandising and
purchasing.

Well-Located and Modernized Store Base. Couche-Tard has high-quality stores in strategic locations. It believes that focusing on developing networks of stores in the geographic areas in which it operates enables it to study those markets and
refine its location strategy. The Company selectively chooses its store sites to maximize its store traffic and visibility and it effectively manage the closure of under-performing stores.

The Company has made substantial investments in its stores through its IMPACT program (i.e. Innovation-Marketing-People-Alimentation-Couche-Tard). Couche-Tard has implemented the IMPACT program in over 2,600 of its company-operated stores, which
represent approximately 61% of its company-operated stores.

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Differentiated Business Model.Couche-Tard believes that its business model has positively differentiated it from its competitors. The principal elements of this business model are as follows:

Decentralized Management Structure. Couche-Tard believes that its culture is entrepreneurial is one of its most important business strengths. Couche-Tard manages its operations and workforce in a decentralized manner in order to expedite
decision making, to address local demand for specific products and services, and to minimize corporate overhead costs. Each store is operated as a distinct business unit and store managers are responsible for meeting financial and operational
targets. The Company supports its store managers with a strong, experienced management team and capital resources, which it believes provide its managers with a significant competitive advantage compared to smaller operators. In addition, it
implements a rigorous performance measurement and benchmarking process to ensure that best practices are deployed across its network and to allow it to provide timely and effective feedback to its managers at all levels.

Commitment to Operational Expertise. Couche-Tard has developed substantial operational expertise that enables it to efficiently match its product assortment with its customers preferences. It employs this expertise throughout its
product delivery chain, from the selection of store locations to the development of store designs, the supply and distribution of products, the merchandising and marketing, and ultimately to the sale of products to its customers. This delivery chain
is supported by its experienced and well-trained store and management personnel who are focused on optimizing store performance and maximizing customers satisfaction. In addition, each stage of its operations is supported by the use of
technology that enables it to perform an in-depth analysis of inventory purchases and sales. The Company uses this information to continue to refine its purchasing operations and to work with its suppliers to tailor its merchandising and customize
its shelf space to increase sales volume. As a result, it believes that it is able to secure more favourable purchasing terms from suppliers.

Focus on In-store Merchandise. Couche-Tard has been able to focus on growing and developing its in-store merchandise sales, which generate higher margins than motor fuel sales because, unlike many of its competitors, the Company is not owned
by a major oil company. In particular, Couche-Tard has focused on growing its higher margin fresh food business to further improve profit margins and differentiate its stores from those of its competitors.

Experienced and Motivated Management Team with a Proven Track Record. Couche-Tards senior executive management team has worked together for many years and has developed extensive expertise in operating convenience stores. As of April
26, 2009, its senior executive management team, including its Chairman of the Board, collectively owned approximately 21% of Alimentation Couche-Tard Inc.s stock and controlled approximately 56% of the voting rights of all issued and
outstanding shares. Furthermore, its 11 operational vice-presidents have an average of approximately 20 years of industry experience. Many of its management personnel at all levels have progressed into management positions after working with the
Company for many years at different levels, while others have joined the Company in connection with acquisitions and have brought it additional expertise. Since 1997, Couche-Tard has completed many acquisitions, and managements ability to
integrate stores with its existing network has been an important factor in its success. In addition, Couche-Tards management allowed it to transition from a local Québec company to a leading convenience store operator in Canada and the
United States.

Store Network

In Canada, the stores are primarily operated under the Couche-Tard brand in the Province of Québec, under Macs in Central and Western Canada and under the Circle K brand in the Atlantic Provinces. In the United
States, the stores are primarily operated under the Circle K brand.

The following table sets out the number of stores in operation by geographic location and type of store as of April 26, 2009.

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|                    |                                                                                                     | Total  | Total    |            |           
|------------------- | --------------------------------------------------------------------------------------------------- | ------ | -------- | ---------- | ----------
|                    |                                                                                                     | Number | Company- |            | Percentage
|                    |                                                                                                     | of     | Operated | Total      | of Total  
|Region              | Provinces/States                                                                                    | Stores | Stores   | Affiliates | Stores    
|                    |                                                                                                     |        |          |            |           
|Eastern Canada      | Québec, Prince Edward Island,
      New- Brunswick, Nova Scotia, Newfoundland and Labrador          | 993    | 680      | 313        | 18.24%    
|Central Canada      | Ontario                                                                                             | 779    | 573      | 206        | 14.31%    
|Western Canada      | Alberta, British
      Columbia, Manitoba, Saskatchewan                                             | 284    | 284      | -          | 5.22%     
|U.S. Midwest        | Illinois, Indiana, Iowa, Kentucky,
      Michigan, Missouri, Ohio                                   | 472    | 420      | 52         | 8.67%     
|U.S. Great Lakes    | Indiana, Kentucky,
      Maine, Massachusetts, Michigan, New Hampshire, Ohio, Pennsylvania, Vermont | 453    | 453      | -          | 8.32%     
|U.S. West Coast     | California, Hawaii, Oregon,
      Washington                                                        | 490    | 172      | 318        | 9.00%     
|U.S. Arizona Region | Arizona, Nevada,
      Utah                                                                         | 612    | 587      | 25         | 11.25%    
|U.S. Southeast      | Alabama, Georgia, North Carolina,
      South Carolina, Tennessee, Virginia                         | 292    | 284      | 8          | 5.37%     
|U.S. Southwest      | Colorado, Kansas,
      Missouri, New-Mexico, Oklahoma, Texas                                       | 355    | 229      | 126        | 6.52%     
|Florida             | Florida                                                                                             | 412    | 412      | -          | 7.57%     
|U.S. Gulf Coast     | Alabama, Arkansas,
      Floridas North West region, Louisiana, Mississippi, Tennessee             | 301    | 301      | -          | 5.53%     
|Total               |                                                                                                     | 5,443  | 4,395    | 1,048      | 100%      

Couche-Tard owns 1,283 land and 1,282 buildings and although it
leases most of its sites, it believes that none of the leases is individually
material to it. Most of the leases are net leases requiring Couche-Tard to pay
taxes, insurance and maintenance costs. Generally its real estate leases in
Canada are for primary terms of five to ten years and in the United States, they
are for 10 to 20 years, in both cases, with options to renew. Under certain
store leases, the Company is subject to additional rentals based on store
revenues as well as escalations in the minimum future lease amount.

Couche-Tards stores, which are located in a variety of
high-traffic areas, include freestanding buildings and stores located in strip
shopping centres. Couche-Tards stores in Canada and in the U.S. are designed to
appeal to customers in their local markets, rather than conforming to a single
standard format. Stores simple and consistent design makes them easily
recognizable. The majority of the stores are open seven days a week, 24 hours a
day, with peak customer traffic in the early morning and late afternoon. The
size of the typical Couche-Tard store is between 2,500 and 4,500 square feet
depending the market in which they are located.

Couche-Tard conducts its convenience store business through two
main types of arrangements, as set out below.

Company-Operated Stores. Couche-Tard has 4,395
company-operated stores in its network, 3,703 of which are employee-operated and
692 of which are dealer-operated. All of the corporate stores in Québec and the
United States are employee-operated. For employee-operated stores, Couche-Tard
is responsible for store operations, owns the equipment, systems and inventory
and employs salaried staff. For dealer-operated stores, Couche-Tard owns the
equipment, inventory and systems and the independent store operator employs the
staff, agrees to operate according to Couche-Tards standards and is paid a
commission based primarily on store revenues to manage the store.

Affiliated Store Program. Couche-Tards affiliated store
program includes franchise arrangements and license arrangements.

|a) | Franchised Stores.Couche-Tards network
      has 14 franchised stores in Canada and 529 in the United States.
      Franchised stores are operated by independent store operators who have
      entered into a franchise agreement, which typically provides for an
      upfront franchise fee and/or royalties based primarily on sales to be paid to Couche-Tard. These
      stores operate under Couche-Tards banners. The franchisee typically owns
      or leases the real property from third parties and owns all other assets
      related to the business. The franchisee is responsible for managing the
      store, hiring and managing the staff and maintaining inventory through
      supply agreements with authorized suppliers.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|b) | Licensed Stores.Couche-Tards network is
      comprised of 505 stores operated under license agreements in Canada that
      are owned and operated by independent store operators. The licensee
      typically owns or leases the real property from third parties and owns all
      other assets related to the business. The licensee enters into a license
      agreement with Couche-Tard to use one of Couche- Tards proprietary
      banners and agrees to buy merchandise from certain suppliers in order to
      benefit from certain vendor rebates based on Couche-Tards purchasing
      volume. The revenues from licensed stores includes license fees and a
      portion of the vendor rebates related to the licensees purchases that are
      paid to Couche-Tard.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Internationally, Couche-Tard, through namely the acquisition of
Circle K, has license agreements for the operation and development of stores in
Japan, Hong Kong, China, Vietnam, Indonesia, Guam, Macao and Mexico. The terms
of these agreements vary, as do the royalty rates.

Merchandise Operations

Couche-Tard offers its customers more than 3,200 products that
include traditional convenience store items such as tobacco products, beer/wine,
frozen beverages, candy and snacks, coffee, dairy items as well as fresh food
and foodservice. In addition, services such as automatic teller machines,
lottery ticket sales, cell phones, prepaid phone cards and financial services
are featured in many stores.

Based on merchandise purchase and sales information,
Couche-Tard estimates category revenues as a percentage of total in-store
merchandise sales for the last fiscal year as follows:

|                                 |  | Percentage of | 
|-------------------------------- |  | ------------- | 
|Category                         |  | Total         | 
|                                 |  |               | 
|Tobacco Products                 |  | 39.25%        | 
|Beer/Wine/Liquor                 |  | 15.24%        | 
|Grocery                          |  | 11.65%        | 
|Beverages                        |  | 13.61%        | 
|Food Service                     |  | 10.23%        | 
|Candy/Snacks                     |  | 10.02%        | 
|Total In-Store Merchandise Sales |  | 100.00%       | 

Distribution and Suppliers

Merchandise Distribution and Supply Arrangements.Couche-Tard has established national and regional distribution and supply
networks for its in-store merchandise in Canada and the United States. In
Eastern Canada, Couche-Tard operates its own distribution centre in Laval,
Québec through which most deliveries to Québec company-operated stores are
channelled. Couche-Tard uses Core-Mark International Inc. as its exclusive
supplier for the majority of its in-store merchandise to its Western and Central
Canada stores and uses the services of TRA Atlantic for its company-operated
stores located in the Atlantic Provinces.

In the United States, Couche-Tard uses Core-Mark as a warehouse
supplier to distribute merchandise to the majority of its company-operated
stores west of the Mississippi and to provide management services to the Circle
K distribution centre located in Arizona. Circle K uses McLane Company, Inc. to
distribute merchandise to the majority of its company-operated stores east of
the Mississippi. Couche-Tard has also
negotiated supply agreements with regional suppliers, to the extent required, to meet the needs of each market and to adapt its product mix to local consumer preferences.

9

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Both in Canada and in the United States, the remainder of supplies are being delivered directly to the stores by the manufacturers or the distributors.

Fuel Operations

In fiscal 2009, Couche-Tards motor fuel sales in Canada represented about 47% of its Canadian revenues compared to approximately 70% of revenues for its U.S. stores. Motor fuel is sold at 3,646 sites, 72% of Couche-Tards company-operated
stores.

Generally, Couche-Tards company-operated stores sell both branded and unbranded motor fuel by purchasing the motor fuel and reselling it at a profit. In addition, Couche-Tard earns a commission for supplying motor fuel on a consignment basis
in some of its company-operated stores in respect of which it does not own the pumps or storage tanks. Couche-Tard also acts as agent in the sale of motor fuel to some of its franchise stores and receives a commission. At select locations in the
United States, Couche-Tard sells motor fuel to independent store operators for cost plus a mark-up. Except for sales made on a commission basis for which only the commission is recorded as motor fuel revenues, Couche-Tard includes the full value of
such sales in its motor fuel revenues including any imbedded taxes.

The Company purchases the motor fuel it sells from major oil companies and independent refiners, mainly under supply agreements. Motor fuel cost is based on the stated rack price, or market price, quoted at each terminal as adjusted per the terms of
applicable supply agreements.

Couche-Tard sells motor fuel either under its own brands, including Couche-Tard and Macs in Canada and Circle Kin the United States, or under the name of major oil companies such as Shell, 76, BP, Marathon, Conoco,
Irving, Esso, Petro-Canada and Ultramar.

Information Systems

Couche-Tard has made significant investments in technology because it believes that the information generated from such systems is critical to the operation of its business. By analyzing the data generated by its point-of-sale systems, it is better
able to adjust its product and service mix to meet local demands, eliminate slow-moving inventory items, and optimize its purchasing activities.

Employees and Training

As at April 26, 2009, more than 48,000 people are employed throughout Couche-Tards retail convenience network and service centers. Couche-Tard typically spends between 2% and 4% of total annual compensation in the network on the training of
its employees.

Trade Names, Service Marks and Trademarks

Couche-Tard has registered or applied for registration of a variety of trade names, service marks and trademarks for use in its business, which Couche-Tard regards as having significant value and as being important factors in the marketing of the
Company and its convenience stores. Couche-Tard operates its corporate stores under mainly the brands Couche-Tard, Macs and Circle Kand the one operated pursuant to its affiliated programs namely under the banners
7-jours, Dairy Mart, Daisy Mart and Winks. Couche-Tard sells its proprietary branded food items such as La Maisonnée and TakeAwayCafé fresh sandwiches and breakfast selections, as well as Sloche and
Froster brands of iced beverages. Circle K store brands include Circle K, K Express, Thirst Buster, Polar Pop, Vibe, TakeAwayCafé, Freshest Coffee Going! and Down Home Kitchen.Service brands include
Circlek.comand Tag lines include What else do you need. Couche-Tard also sells motor fuel under its private labels, including Couche-Tard, Macs, Circle K. Couche-Tards policy is to register or otherwise protect these intangible assets in all jurisdictions in which Couche-Tard operates. Couche-Tard has exclusive rights to use its trademarks.

10

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COMPETITION

The Couche-Tard network stores compete with a number of national, regional, local and independent retailers, including grocery chains and supermarkets, other convenience store chains, mini-convenience stores intergrated to major oil companies and
pharmacies. In terms of motor fuel sales, its stores compete with other grocery stores and gas stations. Each stores ability to compete depends on its location, accessibility and customer service. Other retail format such as supermarkets and
pharmacies offer a product mix including core convenience items and fill-in grocery. Over the years, it expanded its network by selecting choice locations while developing an expertise in its market niche, namely by investing in its IMPACT program
further supported by merchandising strategies tailored to its various markets. These strategies are driven by a diversified selection of proprietary brand products, loyalty progams for clients as well as special focus on customer service in order to
secure a competitive advantage. Accordingly, it keeps a close eye on competitors, changes in market trends and its market share towards reacting in a timely manner and maintaining its competitive position. It believes the choice location of its
stores make it more difficult for new competitors to penetrate its market.

ENVIRONMENTAL MATTERS

Couche-Tards operations are subject to a variety of environmental laws and regulations, including those relating to emissions in the air, discharges into water, releases of hazardous and toxic substances and remediation of contaminated sites.
Under various federal, provincial, state and local laws and regulations, the Company may, as the owner or operator, be liable for the costs of removal or remediation of contamination at its current stores or its former stores, whether or not it knew
of, or is responsible for, the presence of such contamination. In this respect, the Company proactively seeks means to limit the environmental impact of its activities and adopt sustainable processes. The Company regularly monitors its facilities
for environmental contamination and takes reserves on its financial statements to cover potential environmental remediation and compliance costs, as it considers appropriate.

In each of the U.S. states in which Couche-Tard operates, except Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a state fund to cover the cost of certain rehabilitation and removing of motor fuel tanks. These state funds
provide insurance for motor fuel facilities operations to cover the cost of cleaning up contamination to the environment caused by the usage of underground motor fuel equipment. Underground motor fuel storage tank registration fees and a motor fuel
tax in each of the states finance the trust funds. The Company paid the registration fees and remitted the sales taxes to the states where it is a member of the trust fund. Insurance coverage is different in the various states.

REGULATORY MATTERS

Couche-Tards operating activities require certain government permits and licences, in particular pertaining to the sale of alcoholic beverages, tobacco and lottery tickets. The Company believes that it holds all licences and permits required
for the proper conduct of these activities in accordance with the law. Moreover, the Company sells certain products subject to price regulation, such as: motor fuel, milk, beer and wine.

RISK FACTORS

The "Business Risks" section of the Companys annual Managements Discussion and Analysis of Operating Results and Financial Position on pages 17 to 20, is incorporated herein by reference.

11

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DIVIDENDS

Since 1989, the Company had not declared any dividends but effective since the second quarter of fiscal 2006, the Board of Directors has implemented a quarterly dividend policy of 2.5 cents Cdn. per Multiple Voting Shares and per Subordinate Voting
Shares. During fiscal 2007 and effective since the second quarter, the Company modified its quarterly dividend policy by raising it at 3.0 cents Cdn. per share and then increasing it to 3.5 cents Cdn. per share in the second quarter of fiscal 2008.

CAPITAL STRUCTURE

The voting shares of the Company are its Multiple Voting Shares and its Subordinate Voting Shares. As at July 10, 2009, 53,708,112 Multiple Voting Shares and 131,593,824 Subordinate Voting Shares of the Company were issued and outstanding. Each
Multiple Voting Share carries 10 votes and each Subordinate Voting Share carries one vote with respect to all matters coming before the Meeting.

Conversion Rights

Each Multiple Voting Share is convertible at any time at the holder's option into one fully paid and non-assessable Subordinate Voting Share. Upon the earliest to occur of: (i) the day upon which all of the Majority Holders (defined in the Articles
of the Company as being Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D'Amours) will have reached the age of 65, or (ii) the day when the Majority Holders hold, directly or indirectly, collectively less than 50% of the
voting rights attaching to all outstanding voting shares of the Company, each Subordinate Voting Share shall be automatically converted into one fully paid and non-assessable Multiple Voting Share.

Take-Over Bid Protection

In the event that an offer as defined in the Articles of the Company (an "Offer") is made to holders of Multiple Voting Shares, each Subordinate Voting Share shall become convertible at the holder's option into one Multiple Voting Share, for the
sole purpose of allowing the holder to accept the Offer. The term "Offer" is defined in the Articles of the Company as an offer in respect of the Multiple Voting Shares which, if addressed to holders resident in Québec, would constitute a
take-over bid, a securities exchange bid or an issuer bid under the Securities Act (Québec) (as presently in force or as it may be subsequently amended or readopted), except that an Offer shall not include: (a) an offer which is made
at the same time for the same price and on the same terms to all holders of Subordinate Voting Shares; and (b) an offer which, by reason of an exemption or exemptions obtained under the Securities Act (Québec), does not have to be made
to all holders of Multiple Voting Shares; provided that, if the offer is made by a person other than a Majority Holder or by a Majority Holder to a person other than a Majority Holder, in reliance on the block purchase exemption set forth in section
123 of the Securities Act (Québec), the offer price does not exceed 115% of the lower of the average market price of the Multiple Voting Shares and the average market price of the Subordinate Voting Shares as established with the
formula provided by the Regulation Respecting Securities (Québec). The conversion right attached to the Subordinate Voting Shares is subject to the condition that if, on the expiry date of an Offer, any of the Subordinate Voting Shares
converted into Multiple Voting Shares are not taken up and paid for, such Subordinate Voting Shares shall be deemed never to have been so converted and to have always remained Subordinate Voting Shares. The Articles of the Company contain provisions
concerning the conversion procedure to be followed in the event of an Offer.

RATINGS

Effective August 28, 2008, Standard & Poors credit rating agency raised the Companys long-term corporate credit rating from BB to BB+. The upgrade reflects the Companys resilient operating performance and credit metrics during
the current difficult market conditions. As per Standard & Poors, the revised rating is supported by the Companys strong market position in the North American convenience store segment, the solid performance of its
merchandising programs and by the Companys management proven track record of
integrating acquisitions.

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On November 15, 2007, Moodys Investors Service affirmed the
corporate family rating of the Company at Ba1. Moody's Corporate Family Ratings
are opinions of a corporate family's ability to honor all of its financial
obligations.

A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
rating organization.

MARKET FOR SECURITIES

The Multiple Voting Shares and the Subordinate Voting Shares
are listed on the Toronto Stock Exchange since December 6, 1999 under the
symbols ATD.A and ATD.B, respectively.

|Price Ranges and Volume Traded |        |                     |                   
|------------------------------ | ------ | ------------------- | ------------------
|                               |        |                     |                   
|Monthly Period                 | Symbol | High
      Price(1) | Low
      Price(1)
|May 2008                       | ATD.A  | $ 16.00             | $ 14.06           
|June 2008                      | ATD.A  | $ 14.80             | $ 12.81           
|July 2008                      | ATD.A  | $ 14.07             | $ 10.32           
|August 2008                    | ATD.A  | $ 13.30             | $ 11.72           
|September 2008                 | ATD.A  | $ 14.80             | $ 12.73           
|October 2008                   | ATD.A  | $ 16.33             | $ 12.53           
|November 2008                  | ATD.A  | $ 16.70             | $ 11.15           
|December 2008                  | ATD.A  | $ 14.09             | $ 11.57           
|January 2009                   | ATD.A  | $ 15.01             | $ 13.48           
|February 2009                  | ATD.A  | $ 14.66             | $ 12.31           
|March 2009                     | ATD.A  | $ 13.79             | $ 12.15           
|April 20092                    | ATD.A  | $ 14.24             | $ 12.30           
|                               |        |                     |                   
|Monthly Period                 | Symbol | High
      Price(1) | Low
      Price(1)
|May 2008                       | ATD.B  | $ 15.95             | $ 13.71           
|June 2008                      | ATD.B  | $ 14.60             | $ 12.65           
|July 2008                      | ATD.B  | $ 14.00             | $ 10.11           
|August 2008                    | ATD.B  | $ 13.20             | $ 11.28           
|September 2008                 | ATD.B  | $ 14.99             | $ 12.64           
|October 2008                   | ATD.B  | $ 16.35             | $ 12.50           
|November 2008                  | ATD.B  | $ 16.50             | $ 11.12           
|December 2008                  | ATD.B  | $ 14.50             | $ 11.50           
|January 2009                   | ATD.B  | $ 15.27             | $ 13.06           
|February 2009                  | ATD.B  | $ 14.78             | $ 12.01           
|March 2009                     | ATD.B  | $ 13.78             | $ 11.86           
|April 20092                    | ATD.B  | $ 13.72             | $ 12.24           

|    |                                                       
|--- | ------------------------------------------------------
|(1) | All prices are in Cdn$ and on a per share
      basis.
|(2) | From April 1stto April 24, 2009
      inclusively.    

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DIRECTORS AND SENIOR OFFICERS

Directors

The following tables list the Companys directors. All
information is accurate as at June 30, 2009.

|Name and municipality of residence                                                                                 | Principal occupation                                                                       
|------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------
|ALAIN BOUCHARD(1)Lorraine, Québec                                                                                  | President and Chief Executive
      Officer of the Company                                 
|JACQUES DAMOURS(1) Lorraine,
      Québec                                                                         | Vice-President, Administration of the Company
      5                                      
|ROGER DESROSIERS, FCA(3)Montréal, Québec
      Chairman of the Audit Committee                                     | Corporate Director                                                                         
|JEAN ÉLIE(3)Montréal,
      Québec                                                                                 | Corporate Director                                                                         
|RICHARD FORTIN(1,6) Longueuil, Québec                                                                              | Chairman of the Board of the
      Company                                                 
|MÉLANIE KAU(2)Montréal, Québec                                                                                     | President, Mobilia Interiors Inc.                                                          
|ROGER LONGPRÉ(2,3) Brossard,
      Québec Chairman of the Human Resources and Corporate Governance
      Committee | President, Mergerac Inc.
      (consulting firm in mergers and acquisitions)               
|RÉAL PLOURDE(1)Montréal, Québec                                                                                    | Executive Vice-President and Chief Operating
      Officer of the Company                  
|JEAN-PIERRE SAURIOL(2)Laval, Québec                                                                                | President and Chief Executive
      Officer, Dessau inc. (engineering-construction company)
|JEAN TURMEL(4)Montréal, Québec                                                                                     | President, Perseus Capital Inc. (fund
      management company)                            

|    |                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Member of the Executive Committee.                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Member of the Human Resources and Corporate Governance
      Committee.                                                                                                                                                                                                                                                                                                                               
|(3) | Member of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                        
|(4) | Lead Director.                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | Mr. DAmours is on a sabbatical leave since March
      2005.                                                                                                                                                                                                                                                                                                                                         
|(6) | Mr. Fortin held the office of Executive Vice-President
      and Chief Financial Officer of the Company until September 2, 2008 and
      continued thereafter to hold the office of Executive Vice-President until
      October 12, 2008, date on which he retired from the Company as an
      employee. At such date, he was nominated as Chairman of the Board of
      Directors of the Company.

Each director remains in office until the following annual
shareholders meeting or until the election or appointment of his successor,
unless he resigns or his office becomes vacant as a result of his death, removal
or any other cause.

To the knowledge of the Company and based on information
provided to it by the nominees, none of these nominees is, as of July 14, 2009,
or was, within ten years before that date, a director or executive officer of a
company (including the Company) which, while the nominee held that position or
in the year following the date on which the nominee ceased to hold that
position, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, was subject to proceedings instituted by its creditors
or instituted proceedings against its creditors, made an arrangement or
compromise with its creditors or took steps to make an arrangement or compromise
with its creditors, or had a receiver, receiver manager or trustee appointed to
hold its assets, with the exception of Roger Desrosiers who was, until June 10,
2009, director and President of the Board of Directors of Aqua-Biokem BSL Inc.
and ABK-Gaspésie Inc., following his appointment by Desjardins Capital de
risque, their respective majority
controlling shareholder, which has requested and obtained on June 16, 2009 the appointment of a receiver to hold their respective assets pursuant to section 47.1 of the Bankruptcy and Insolvency Act.

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The Directors of the Company held the principal occupations setforth during the five preceding years. Moreover, their pass experience is as follows:

Alain Bouchard. As founder of the companies from which originated Alimentation Couche-Tard Inc., Mr. Alain Bouchard started his convenience store operations in 1980 with the opening of his first convenience store in Québec. Mr.
Bouchard has more than 39 years of experience in the retail industry. Over the years he took part, along with his closest collaborators and all staff members, in the Alimentation Couche-Tards growth. Mr. Bouchard is also a director of Atrium
Innovations Inc. (development and marketing of cosmetic and nutritional ingredients). He also was a member of the board of directors of Quebecor Inc. from 1997 to May 2009.

Richard Fortin. Mr. Fortin retired as an employee in October 2008 from Couche-Tard after 25 years of loyal services. He held the office of Executive Vice-President and Chief Financial Officer. Upon his retirement, he accepted to act as
Chairman of the Board of Directors of the Company. Before joining Couche-Tard in 1984, he had more than 13 years of experience at a number of major financial institutions, and was Vice-President of Québec for a Canadian bank wholly-owned by
Societe Generale (France). Mr. Fortin holds a bachelor's degree in Management with a major in Finance from Laval University in Québec City. Mr. Fortin is a director of Transcontinental Inc., a commercial printer and is chairman of the audit
committee of the latter. He also is a member of the board of directors of Rona Inc. and sits on the audit committee and the human resources and compensation committee. In addition, he sits on the board of directors of the Insurance Life of National
Bank of Canada.

Réal Plourde. Mr. Plourde joined the Company in 1984 and has held various positions, ranging from Manager of Technical Services to Vice-President of Development, Sales and Operations of the Company. In 1988 and 1989, Mr. Plourde also
acted as President of Pro Optic Inc., then a wholly-owned subsidiary of Couche-Tard and Québec's first optical lens manufacturer. Mr. Plourde began his career in various engineering projects in Canada and Africa. Mr. Plourde holds an
Engineering Degree (Applied Sciences) from Laval University in Québec City and an MBA from the Ecole des Hautes Etudes Commerciales in Montréal. Mr. Plourde is a member of the Québec Engineers Association. Mr. Plourde is also a
director of Bouclair Inc., a home fashion retailer.

Jacques D'Amours. Since joining the Company in 1980, he has worked in a variety of roles, including Manager of Technical Services, Vice-President of Sales and Vice-President of Administration and Operations of the Company. He has been on a
sabbatical leave since March 2005.

Roger Desrosiers. Mr. Desrosiers has been a chartered accountant since 1963. In 1973, he founded an accounting firm that subsequently merged with Malette Maheu and then with Arthur Andersen in 1994. From 1994 to 2000, he was the Managing
Partner, Eastern Canada of Arthur Andersen. From 1968 to 1973, he was assistant-treasurer, director of accounting and budget for Québec-Telephone (now TELUS Inc.). Prior to 1968, he practised accounting with Coopers & Lybrand. He is a
member and a Fellow of the Québec Order of Chartered Accountants. Mr. Desrosiers is a member of the board of directors and President of the Audit Committee of Desjardins Assurances Générales, La Personnelle compagnie
dassurance inc., The Personal inc., Certas inc. and Fonds dassurances du Barreau du Québec. He is also acting as President of the Departmental Audit Committe of Health Canada and is a member of the Departmental Audit Committee of
the Ministry of Immigration et Communauté culturelle of the Government of Québec. Mr. Desrosiers gives training in corporate governance at lÉcole des administrateurs de société de lUniversité
Laval.

Jean A. Élie. From 1998 to 2002, Mr. Élie was managing director of a Canadian bank wholly-owned by Societe Generale (France). From 1987 to 1997, Mr. Élie was a director and member of the Executive Committee and Chairman
of the Finance and Audit Committee of Hydro-Québec, for which he also acted as Interim Chairman in 1996. From 1981 to 1995, he was a Vice-President and Manager, Corporate Services and Government Services of Burns Fry Limited (today BMO
Nesbitt Burns Inc.), a Canadian investment banking and brokerage firm. He is a member of the board of
directors of the Institute of internal auditors (Montréal). Mr. Élie was also a
director and member of the Executive Committee of the Investment Dealers
Association of Canada. Recently he left the board of directors and the audit
committee of IamGold Corporation (formerly Cambior Inc.). Mr. Élie holds a
B.C.L. (law) from McGill University and an MBA from the University of Western
Ontario and is a member of the Québec Bar Association.

15

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Mélanie Kau. Mrs. Kau started her career with Mobilia in
1987. After occupying several different positions, she assumed the role of
President in 1995. In 2001 she was awarded the Entrepreneur of the Year by the
Young Chamber of Commerce of Montréal, in 2002 she was recognized as Canadas
Top 40 under 40. Mrs. Kau holds a Bachelors of Arts from McGill, a Master of
Journalism from Northwestern University, as well as an Executive Masters of
Business Administration from Concordia. She serves on the board of
Investissement Québec since 2005 in addition to being a member of its Audit
Committee.

Roger Longpré. Mr. Longpré is President and founder of
Mergerac Inc., a consulting firm in the areas of mergers and acquisitions and
corporate finance. From 1986 to 1994, Mr. Longpré was a partner of Raymond
Chabot Grant Thornton where he began consulting in the areas of corporate
finance and mergers and acquisitions and subsequently became responsible for all
of the firm's financial consulting services. From 1980 to 1986, Mr. Longpré was
Vice-President of Credit Suisse, Montréal Branch. Prior to 1980, Mr. Longpré was
employed in the banking industry. Mr. Longpré has a bachelor's degree in
business administration with a major in finance from the University of Québec in
Montréal. He also holds an MBA degree, also with a major in finance from the
University of Concordia in Montréal.

Jean-Pierre Sauriol. Mr. Sauriol is President and Chief
Executive Officer of Dessau Inc., one of Canada's largest
engineering-construction companies. Mr. Sauriol was Chairman of the Association
of Consulting Engineers of Canada in 1993 and of the Association of Consulting
Engineers of Québec in 1988 and 2000. Mr. Sauriol is a Fellow of the Canadian
Academy of Engineering. Mr. Sauriol graduated from the École Polytechnique of
Montréal in 1979 and completed Harvard Business School's Owner President
Management Program in 1993.

Jean Turmel. Mr. Turmel is the founder and president of
Perseus Capital inc., a portfolio firm. Until December 2004, Mr. Turmel was
President, Financial Markets, Treasury and Investment Bank of a Canadian
chartered bank. Mr. Turmel was a director of a Canadian chartered bank and a
director and chairman of National Bank Financial Inc. as well as a member of the
board of directors of subsidiaries of such group. Prior to 1981, Mr. Turmel held
various positions at McMillan Bloedel Inc., Dominion Securities Inc. and Merrill
Lynch Royal Securities. Mr. Turmel holds a baccalaureate in commerce and an MBA
both from Laval University in Québec City.

Senior Officers

The following table lists the Companys senior officers who are
not also directors. All information is accurate as of June 30, 2009.

|Name and municipality of residence               | Office held with the Company                   
|------------------------------------------------ | -----------------------------------------------
|MICHEL BERNARD
      Montréal, Québec            | Vice-President Operations,
      Eastern Canada
|ALAIN BRISEBOIS Lorraine,
      Québec           | Vice-President, Purchasing and Supply Chain    
|JASON BROUSSARD
      Pensacola, Florida         | Vice-President Operations, Gulf                
|ROBERT G. CAMPAU Charlotte,
      North Carolina | Vice-President, U.S. Administration            
|DARRELL DAVIS
      Columbus, Indiana            | Vice-President Operations, U.S.
      Midwest  

16

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|Name and municipality of residence          | Office held with the Company                    
|------------------------------------------- | ------------------------------------------------
|BRIAN P. HANNASCH
      Columbus, Indiana   | Senior Vice-President, U.S. Operations          
|GEOFFREY C. HAXEL Scottsdale,
      Arizona | Vice-President Operations, Arizona              
|MATT MCCURE Charlotte, North Carolina       | Vice-President Operations, U.S.
      Southeast 
|JEAN-LUC MEUNIER
      Markham, Ontario     | Vice-President Operations, Central Canada       
|RAYMOND PARÉ
      Rosemère, Québec         | Vice-President and Chief Financial
      Officer
|PAUL RODRIGUEZ Macedonia, Ohio              | Vice-President Operations, U.S. Great Lakes     
|BUTCH SEBER
      Lithia, Florida           | Vice-President, Real Estate
      Development   
|MIKE STRUBLE Tampa, Florida                 | Vice-President Operations, Florida              
|TIM TOUREK Lake
      Ellsinore, California | Vice-President Operations, U.S.
      Westcoast 
|KIM TROWBRIDGE Calgary, Alberta             | Vice-President Operations, Western Canada       
|LOU VALDES Keller,
      Texas              | Vice-President Operations, U.S.
      Southwest 

Michel Bernard has been Vice-President Operations,
Eastern Canada since December 2005 and previously held the position of
Vice-President Operations, U.S. Midwest since 2003. He has served in a variety
of operations and marketing-related positions during his 30-year supermarket and
convenience store career. Mr. Bernard joined Couche-Tard in 1987 and
subsequently departed in 1994 to pursue other opportunities including as
Responsible of Convenience Retailing for Petro-Canada. He returned to
Couche-Tard in 1999 as Senior Director of Marketing and Merchandising. Mr.
Bernard holds a bachelor's degree in Management, with a major in Marketing, from
the Université du Québec a Montréal.

Alain Brisebois joined Couche-Tard in September 2008 as
Vice-President, Purchasing and Supply Chain, thus bringing the company over 25
years experience in the Canadian retail and food service industry. Mr. Brisebois
has held various progressive and strategic positions with major retailers, most
recently as Senior Vice-President, Quebec Division, for Metro Inc. He holds
extensive experience in purchasing, merchandising, operations, distribution, and
food service areas. He graduated in 1980 with a BA in Business Administration
from the École des Hautes Études Commerciales. Mr. Brisebois has served as board
member on several industry associations and has been involved in many
philanthropic events and fundraising campaigns for many years.

Jason Broussardwas appointed Vice-President Operations,
Gulf in January 2008. Prior to assuming his current position, Mr. Jason
Broussard held various positions within Circle K since 1990, ranging from
District Manager to Director of Marketing and Fuel. In 1983, Mr. Broussard began
his career in the convenience store industry for the Southland Corporation. Mr.
Broussard has been the recipient of many regional and national awards throughout
his career including District Manager of the Year. Mr. Broussard holds a solid
experience of more than 25 years in Operations and Marketing.

Robert G. Campau has been Vice-President, Administration
since May 2008 and was formerly Vice-President, Operations U.S. Southeast since
December 2003. Mr. Campau began his nearly 35-year convenience industry career
with the Southland Corporation in 1974. Since joining Circle K in 1979, Mr.
Campau held a variety of positions including zone manager, division manager,
director of operations, franchise support services, director of organizational
development, director of operations and representative
of the Office of the President. Prior to December 2003, he served as Manager of Retail Support for ConocoPhillips. Mr. Campau earned his bachelor's degree in business administration from the University of Wisconsin at Madison.

17

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Darrell Davis has been Vice-President Operations, Midwest since December 2005. He has served Couche-Tard as Director of Operations, and later as Director of Marketing within the Midwest division. Mr. Davis joined Couche-Tard in 2002 when
Couche-Tard acquired Dairy Mart, where he held the position of Vice-President, Operations of such company. Mr. Davis began his career in the convenience store industry over 33 years ago. He holds a bachelor's degree in Management from the University
of Louisville.

Brian P. Hannasch holds the Senior Vice-President, U.S. Operations position since May 2008. He was previously Senior Vice-President, Western North America since December 2004 and Vice-President, Integration since 2003. In 2001, he was
appointed Vice-President Operations, U.S. Midwest where he was responsible for all aspects of U.S. operations. From 2000 to 2001, Mr. Hannasch was Vice-President of Operations for Bigfoot Food Stores LLC, a 225 unit convenience store chain in the
U.S. Midwest acquired by Couche-Tard. From 1989 to 2000, Mr. Hannasch was employed by BP Amoco in various positions of increasing responsibility. His last position with BP Amoco was Vice-President of Marketing for the Midwest Business Unit. Mr.
Hannasch holds a B.A. in Finance from Iowa State University and an MBA in Marketing and Finance from the University of Chicago.

Geoffrey C. Haxel has been Vice-President Operations, Arizona since December 2003. Mr. Haxel served in a variety of operations and marketing positions since joining Circle K in 1988. Mr. Haxel began his career as a district manager trainee
and also held the positions of sales manager, category manager and division manager. Prior to December 2003, Mr. Haxel served as Circle K's Arizona Region Manager with responsibility for more than 600 sites in a four-state territory. Mr. Haxel has
completed coursework toward a bachelor's degree in chemical engineering from the University of Oklahoma.

Matt McCurehas been Vice-President Operations, U.S. Southeast since May 2008. Prior to assuming his current position he was Director of Marketing & Fuel. Mr. McCure held various positions within the company ranging from Director of
Facilities and Regional Director of Operations. In 2001, he was appointed as Director of Facilities. In this role, he was instrumental in supporting the growth of the Division from 200 locations to over 700. Prior to joining the company, Mr. McCure
spent 6 years working in the Southeast for Swifty Serve/Camp Oil Company. There he held the Director of Facilities position after starting his career as a Project Manager. He also gained experience in the Marketing, Fuel Operations and Real Estate
Departments. Mr. McCure graduated from the University of Illinois with a Bachelors Degree in Civil Engineering.

Jean-Luc Meunier is a member of Couche-Tards team since 1999 and has been Vice-President Operations, Central Canada since December 2005.  He previously held the position of Vice-President Operations, Eastern Canada from 2004 until such
appointment after holding various positions such as Operations Manager, Real Estate Manager and Technical Services Manager. Mr. Meunier also acquired some eight years of experience in project engineering, consulting, analysis and management at Shell
Canada. He is a member of the Ordre des ingénieurs du Québec and holds an MBA from the Université du Québec à Montréal.

Raymond Paréholds the Vice-President and Chief Financial Officer since in September 2008.Prior to assuming his current position, Mr. Paré held the position of Vice-President, Finance and Treasurer of the Company from
2007 to 2008 and held the position of Senior Director, Finance, within the Company from 2003 to 2007. In 1992, Mr. Paré began his professional career at Ernst & Young as a Chartered Accountant and thereafter held several positions in
financial and operational management, amongst other companies; at JAC Canada / USA Inc. and at Bombardier Inc., in the Aerospace Division. Mr. Paré graduated in 2007 with a MBA for management in Financing from the Université du
Québec à Montréal, holds a B.A. in Accounting from such university since 1992 and he obtained his license as Chartered Accountant in 1994.

18

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Paul Rodriguezwas appointed Vice-President Operations, Great Lakes in December 2006 upon the creation of this new division. Mr. Rodriguez joined Couche-Tard in 2003 when the company acquired Circle K. He served in a variety of operations and
marketing positions since joining Circle K in 1988. Mr. Rodriguez has over 20 years of experience in the retail industry. He holds a bachelors degree in Business Administration from the Texas Tech University.

Butch Seber was appointed Vice-President Real Estate Development, North America in January 2008. Upon joining Circle K in October of 1992, Mr. Seber has held a variety of positions in real estate covering all areas of development and asset
management. He served as Real Estate Director for the previous ten years and was responsible for new acquisition markets, direct management and accountability for the Florida Gulf Coast Division. Prior to joining Circle K, Mr. Seber started his
career in 1982 in the real estate brokerage business. Mr. Seber graduated with a Bachelor of Arts degree from the University of South Florida majoring in both Communications and Psychology.

Mike Struble was appointed Vice-President Operations, Florida/Gulf Division in May 2007 and now holds the position of Vice-President Operations, Florida since January 2008. Previously he served as Director of Marketing & Fuel since
December, 2003. Prior to the acquisition by Couche-Tard, Mr. Struble served as a Director on the corporate marketing staff of Circle K for eight years. Mr. Struble has over 30 years of convenience retailing experience. He has served various regional
U.S. companies in a variety of marketing and operations positions, including Director of Operations for Shore Stop and Jr. Food Stores, and Vice-President, Marketing for Strasberger Enterprises. He also served as Managing Partner of Struble
Management Group for 6 years, providing turn around and interim management to companies at risk.

Tim Tourek has been Vice-President Operations, U.S. West Coast since January 2008 but has held such position by interim since March 2007. Mr. Tourek joined Circle K in 1992 as a District Manager. In his tenure at Circle K, he has held the
positions of District Manager, Director of Operations, Regional Operations Director, and Director of Facilities. Prior to joining Circle K, Mr. Tourek was a field consultant with the Southland Corporation. He is a Veteran of the United States Air
Force, holds a B.S. degree in Management from Golden Gate University and a MBA from the University of Phoenix.

Kim J. Trowbridge has been Vice-President Operations, Western Canada since 1999. Prior to 1999, Mr. Trowbridge was Vice-President Operations, Western division for Mac's Convenience Stores Inc. Mr. Trowbridge is a director and past Chair of
the Alberta Food Processors Association and the founder and past Chair, president and a director of the Western Convenience Store Association. He is also a member of the board of advisory for the Whitefish Group of companies. Mr. Trowbridge has over
27 years of experience in the convenience store industry.

Lou Valdeswas appointed Vice-President Operations, U.S. Southwest in January 2008. Prior to assuming his current position, Mr. Valdes held various positions within Circle K since 1998, ranging from District Manager, Project Manager to
Director of Operations and Facilities. As Director of Operations and Facilities, Mr. Valdes was responsible for the new acquisition markets, Procurement, Facilities Department and the Arizona Distribution Center. In 1985, Mr. Valdes began his career
in the retail industry as a Store Manager for Drug Emporium Drug Store, and rose to Director of Purchasing and Marketing. Mr. Valdes attended the University of Arizona in 1986 where he studied Business and Accounting.

As at June 30, 2009, the executive officers and directors, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 37,700,168 Multiple Voting Shares and 2,017,143 Subordinate Voting Shares of the Company
representing respectively 70.2% and 1.53% of the issued and outstanding shares of the Company.

19

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LEGAL PROCEEDINGS

In the ordinary course of business, Couche-Tard is a defendant in a number of legal proceedings, suits, and claims common to companies engaged in retail businesses. The majority of these cases are brought by individual plaintiffs. Couche-Tard
believes that it is not currently involved in any litigation, claims or proceedings in which an adverse outcome would have a significant adverse effect on Couche-Tards operating results and financial condition. On June 13, 2008, summons were
served on Couche-Tard regarding accusations made against it by the Competition Bureau stating that acts under section 45(1)(c) of the Competition Act were committed, in four municipalities in the Province of Quebec, Canada. While Couche-Tard
takes these accusations very seriously, the Company intends to defend itself vigorously. It should be noted that these accusations have not been proven.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the shares of the Company is Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1. Registrar offices are located in Montréal, Calgary
and Vancouver.

MATERIAL CONTRACTS

Shareholders Agreement

Following a review of the agreement amongst shareholders of the Company intervened in December 1987, binding namely Développements Orano Inc. which majority shareholder is Mr. Alain Bouchard (Orano) and Metro Inc
(Metro) and in continuance with their former relationship, they concluded a revised shareholders agreement on March 8, 2005 with respect to their participation in the Company. Following a corporate reorganisation of Orano occurred
on October 14, 2008, the shares held by Orano, which shareholders were Messrs. Bouchard, DAmours, Fortin and Plourde, in the Company are now held by Orano and holding companies controlled by Messrs. Jacques DAmours, Richard Fortin and
Réal Plourde (the Holdings). Following such reorganisation, Metro, Orano and the Holdings have entered into an amended shareholders agreement with respect to their participation in the Company. The rights and obligations of the
parties under that amended shareholders' agreement have not altered the 2005 agreement which are principally as follows:

|(i)   | Metro holds a pre-emptive right to participate in new issues of shares to maintain its then existing equity ownership percentage of the Company;                                                                                                                                                                                                                                                      
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|(ii)  | Metro holds the right to nominate one person for election to the board of directors of the Company as long as it holds at least 5% of all the outstanding shares of the Company on a fully diluted basis; the representative currently
designated by Metro on the board of directors of the Company is Mr. Jean Élie who is not a Metro employee and not related in anyway except for this nomination;
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|(iii) | Metro, Orano and the Holdings have undertaken not to sale or transfer directly or indirectly the shares of the Company held by them without the other partys prior written consent;                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|(iv)  | Metro, Orano and the Holdings hold a reciprocal right of first opportunity on the sale or transfer of shares held by them, subject to certain conditions; and                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                       
|(v)   | Metro, Orano and the Holdings hold a reciprocal right of first refusal on the sale and transfer of the shares of the Company held by them, subject to certain exceptions for transfers to permitted assignees (including to any of
Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D'Amours).                                                                                        

This agreement provides that it will terminate if either Metro or Orano and the Holdings (the latter considered as a party) holds less than 5% of the issued and outstanding shares of the share-capital of the Company on a fully diluted basis.

20

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Following the corporate reorganisation of Orano, the latter and the Holdings as well as Messrs. Bouchard, DAmours, Fortin and Plourde (the Persons) have signed a voting agreement whereby the Person and his Holding undertake to
exercise their respective direct and indirect voting rights in the Company in favour of each others election, subject that such Person hold, directly or indirectly, a minimum of 1,500,000 shares of the Company. Should one of the Person fall
under such minimum share holding, the agreement will cease to apply to such Person even if eventually the minimum holding is reached. However, the agreement will continue to apply to the other parties to the agreement.

INTERESTS OF EXPERT

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. (PwC) is the public accounting firm who have issued an independent auditors report datedJuly 14, 2009in respect of the Companys consolidated financial statements
as at April 26, 2009 andfor the year then ended and on the effectiveness of the Companys internal control over financial reporting as at April 26, 2009. PwC has advised that they are independent with respect to the Company within the
meaning of the Code of Ethics of the Ordre des comptables agréés du Québec.

AUDIT COMMITTEE DISCLOSURE

Charter

The Audit Committee assists the Board of Directors to supervise: (1) the integrity of the Companys financial statements and related information; (2) the Companys compliance with the applicable requirements established by law and
regulation; (3) the independence, the competence and the appointment of the external auditors; (4) the performance of the head of the corporate finance team of the Company with respect to the internal controls and external auditors; and (5)
Managements responsibility with regards to internal controls.

The Audit Committee has the following responsibilities with respect to the reporting of financial information and the Chairman of the Committee reports thereon to the Board of Directors:

|1. | Review, together with management and the external auditors, the annual financial statements and the related notes, the external auditors report thereon and the accompanying press release and obtain explanations from
management on any significant discrepancies with the corresponding periods before recommending their approval by the board and publication.                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Review, together with management, the quarterly financial statements and accompanying press releases before recommending their approval by the board and publication.                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Review the financial information contained in the annual information form, the financial information contained in the annual report, managements analysis of the financial position and the operating results, and other
documents containing similar financial information before their disclosure to the public or filing with Canadian and American regulatory authorities or other applicable jurisdictions.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Review annually and supervise the Companys evaluation and risk management policies. To that effect, the Committee ensures to receive a detailed report of the assessed risks that could have a significant impact on the
Companys financial situation and actions taken thereon in order to eliminate or tone down such risks.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Review on an annual basis, together with management and the external auditors, the quality and not just acceptability of the Companys new accounting policies and review the disclosure and impact of contingencies and the
reasonableness of provisions, reserves and estimations which may have a material impact on the reporting of financial information.                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | Review, together with the external auditors, the problems and difficulties in connection with the audit and measures adopted in this regard by management and find a solution to disagreements between management and the external
auditors on the reporting of financial information.                                                                                                                           

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The Audit Committee has the following responsibilities with respect to risk management and external controls:

|1. | Monitor the quality and integrity of the corporations internal control and management information systems through discussions with management, the external auditors and the head of the finance corporate team of the Company,
where applicable.                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                        
|2. | Approve the internal audit plan put in place by the head of the finance corporate team of the Company.                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                        
|3. | Oversee the reporting of information by management on internal control. Thus, ensure that head of the finance corporate team of the Company reports biannually to the Audit Committee the results of the work performed with respect
to the internal control systems.                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                        
|4. | Review on a regular basis an internal report describing the internal control procedures, the material issues raised in the course of the latest reviews of the internal control and management information systems, or pursuant to an
inquiry by government or professional authorities, as well as the recommendations made and measures adopted with respect thereto.
|   |                                                                                                                                                                                                                                                                                                                                                                        
|5. | Assist the board in discharging its responsibility for ensuring that the Company complies with the applicable legal and regulatory requirements.                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                        
|6. | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters as well as procedures for the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.                             

The Audit Committee has the following responsibilities with respect to the external auditors:

|1. | Review the written annual declaration of the external auditors concerning all their connections with the Company and discuss the connections or services, which may have an impact on their objectivity or ability to function
independently.                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                         
|2. | Recommend to the Board of Directors the appointment and, if necessary, the non-renewal of the mandate (in both cases, subject to shareholders approval) of the external auditors and review their competence, performance and
ability to function independently.                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                         
|3. | Approve all audit services for the Company and determine which services other than audit services the auditors are not authorized to perform for the Company or its subsidiaries. To that effect, the Committee may put in place
policies and procedures for prior detailed approvals concerning such services.                                         
|   |                                                                                                                                                                                                                                                                                                                                                         
|4. | May delegate, if required to one or more independent members the authority to pre-approve non- audit services subject that all such approvals be submitted at the next Audit Committee meeting.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                         
|5. | Ensure that the fees charged by the external auditors both for audit services and other authorized services are reasonable and thereafter recommend to the Companys Board of Directors the necessary approvals.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                         
|6. | Review the audit plan with the external auditors and management and approve its schedule.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                         
|7. | Ensure that the Company complies with regulatory requirements with respect to hiring partners, employees and former partners and employees of the present and former external auditors of the Company. To that effect, the Committee
must pre-approve any hiring of current or former partners and employees of the current or former external auditors.
|   |                                                                                                                                                                                                                                                                                                                                                         
|8. | Ensure that the external auditors always report to the Audit Committee and the board as representatives of the shareholders.                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                         
|9. | The Audit Committee always has direct lines of communication with the external auditors and the responsible person of the internal auditing.                                                                                                                                                                                                            

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|10. | The Audit Committee holds separate meetings with management and the external auditors at least once a year or more often as appropriate.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

Composition of the Audit Committee

The Audit Committee is currently composed of three independent directors, namely Messrs. Roger Desrosiers (Chairman), Roger Longpré and Jean Élie.

Financial Literacy

All members of the Audit Committee are financially literate and can understand the accounting principles used by the Company in its financial statements and assess the general application of those principles. They also have relevant experience in
preparing, auditing, analysing and evaluating financial statements that present a breadth and level of complexity of issues generally comparable with that of the Companys financial statements, or in actively supervising persons engaged in such
activities. The members also understand the procedures and internal controls regarding the disclosure of financial information. Members of the Audit Committee have acquired relevant experience through their university studies, as members of other
boards of directors and as executive officers of various companies. Moreover, a number of them are or have been members of the audit committees of other public companies, the whole as described under section Directors of this annual
information form.

The Board of Directors of the Company has determined that Messrs. Desrosiers, Longpré and Élie are financially literate in accordance with Multilateral Instrument 52-110 Audit Committees applicable in Canada. In
addition, it has determined that Mr. Desrosiers is an audit committee financial expert in accordance with the U.S. Sarbanes-Oxley Act and the rules of the U.S. Securities and Exchange Commission enacted there under.

Internal Controls

Couche-Tard maintains a system of internal controls over financial reporting designed to safeguard assets and ensure that financial information is reliable. It undertakes ongoing evaluations of the effectiveness of internal controls over financial
reporting and implements control enhancements, when appropriate. As at April 26, 2009, its management and its external auditors reported that these internal controls were effective.

The Company also maintains a system of disclosure controls and procedures designed to ensure the reliability, completeness and timeliness of the information it discloses in this annual information form and other public disclosure documents, by
taking into account materiality. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed with securities regulatory agencies is recorded and/or disclosed on a timely basis,
as required by law, and is accumulated and communicated to the Companys management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Policy on the Approval of Non-audit Services

At its meeting held on March 16, 2004, the Audit Committee adopted a policy and procedures on the pre-approval of non-audit services by the Companys auditors. This policy prohibits the Company from engaging the auditors to provide certain
non-audit services to the Company and its subsidiaries, including book-keeping 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 policy allows the Company to engage the auditors to provide
non-audit services, other than the prohibited services, only if the services have specifically been pre-approved by the Audit Committee.

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Code of Ethics for Chief Executive Officer, Chief
Financial Officer and Senior Financial Officers

At its meeting held on March 15, 2004, the Audit Committee
approved a Code of ethics for the Chief Executive Officer, Chief Financial
Officer and senior financial officers in accordance with the U.S.
SarbanesOxley Act (SOX) and the applicable rules of the U.S.
Securities and Exchange Commission.

Whistle-Blowing Policy

During fiscal 2005, the Audit Committee approved in accordance
with the Canadian securities laws and with the U.S. SarbanesOxley Act
and the applicable rules of the U.S. Securities and Exchange Commission a
whistle-blowing policy with respect to complaints on accounting and auditing
matters of the Company with the objective to:

|Ø | Establish procedures for the receipt, retention and
      treatment of complaints and/or concerns received regarding accounting,
      internal accounting controls or auditing matters;                                                                                                 
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                          
|Ø | Establish procedures for the confidential, anonymous
      submission by employee of concerns regarding questionable accounting or
      auditing matters; and                                                                                                                           
|  |                                                                                                                                                                                                                                                                                          
|Ø | Establish mechanisms in order to ensure that no
      retaliations or punitive measures taken against an employee if the
      complaint was taken based on facts, in good faith and was not intended to
      cause prejudice to a person or in view of gaining any personal advantages.

Auditors Fees

PricewaterhouseCoopers LLP, chartered accountants, have served
as the Companys auditors since fiscal year 2009. For the fiscal years ended on
April 26, 2009 and April 27, 2008, billed fees for audit, audit-related, tax and
all other services provided to the Company respectively by
PricewaterhouseCoopers LLP and Raymond Chabot Grant Thorton LLP were as follows:

|                            | 2009         | 2008          
|--------------------------- | ------------ | --------------
|                            |              |               
|Audit
      Fees(1)         | Cdn$ 600,000 | Cdn$ 888,721  
|Audit-Related
      Fees(2) | Cdn$ 18,500  | Cdn$ 11,110   
|Tax
      Fees(3)           | Cdn$ 270,120 | Nil           
|All Other Fees              | Nil          | Cdn$ 127,755  
|                            |              |               
|TOTAL                       | Cdn$ 888,620 | Cdn$ 1,027,576



|(1) | Audit services are professional services rendered for the
      audit of an issuer's annual financial statements and, if applicable, for
      the reviews of an issuer's financial statements included in the issuer's
      quarterly reports and services that are normally provided by the
      accountant in connection with an engagement to audit the financial
      statements of an issuer - for example:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Audit-related services (the Canadian term) are assurance
      and related services traditionally performed by an independent auditor -
      for example:                                                                                                                                                                                                                                                          
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | -                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | This category includes tax services other than time
      incurred in connection with the audit of the income tax
    accrual.                                                                                                                                                                                                                                                                                      

ADDITIONAL INFORMATION

Additional information is available on the Companys Website at
www.couche-tard.com and on SEDARs Website at www.sedar.com.

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Other information, including officers and directors remuneration and loans granted to them, if any, principal shareholders of the Company, stock options and the interest of insiders in material transactions, if any, is contained in the
management proxy circular dated July 14, 2009 which was prepared for the 2009 annual meeting of shareholders.

Financial information is included in the audited consolidated financial statements and the notes thereto for the fiscal year ended April 26, 2009 as well as Management's Discussion and Analysis thereon.

* * * * *

25

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FISCAL YEAR 2009ALIMENTATION COUCHE-TARD INC.MANAGEMENT DISCUSSION & ANALYSIS 
52-week period ended April 26, 2009







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Managements Discussion and Analysis

The purpose of this Managements Discussion and Analysis (MD&A) is, as required by regulators, to explain managements point of view on Alimentation Couche-Tard Inc.s (Couche-Tard) financial condition and results of operations
as well as the performance for fiscal year ended April 26, 2009. More specifically, it aims to let the reader better understand our development strategy, performance in relation to objectives, future expectations and how we address risk and manage
our financial resources. This MD&A also provides information to improve the readers understanding of the consolidated financial statements and related notes. It should therefore be read in conjunction with those documents. By
we, our, us and the Company, we refer collectively to Couche-Tard and its subsidiaries.

Except where otherwise indicated, all financial information reflected herein is expressed in United States dollars (US dollars) and determined on the basis of Canadian generally accepted accounting principles (Canadian GAAP). We also use measures
in this MD&A that do not comply with Canadian GAAP. When such measures are presented, they are defined and the reader is informed. You should read the following MD&A in conjunction with the annual consolidated financial statements and
related notes included in Couche-Tards 2009 Annual Report (2009 annual report), which, along with additional information relating to Couche-Tard, including the latest Annual Information Form, is available on SEDAR at www.sedar.com, on the
SECs website at www.sec.gov and on the Companys website at www.couche-tard.com.

Forward-Looking Statements

This MD&A includes certain statements that are forward-looking statements within the meaning of the securities laws of Canada and the United States. Any statement in this MD&A that is not a statement of historical fact may be
deemed to be a forward-looking statement. When used in this MD&A, the words believe, intend, expect, estimate and other similar expressions are generally intended to identify forward-looking
statements. It is important to know that the forward-looking statements in this MD&A describe our expectations as at July 14, 2009, which are not guarantees of future performance of Couche-Tard or its industry, and involve known and unknown
risks and uncertainties that may cause Couche-Tards or the industrys outlook, actual results or performance to be materially different from any future results or performance expressed or implied by such 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 other interrelated
assumptions, which could increase or diminish the effect of the change. As a result, we cannot guarantee that any forward-looking statement will materialize and, accordingly, the reader 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 the effect
of sales of assets, monetizations, mergers, acquisitions, other business combinations or transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made.

Unless otherwise required by applicable securities laws, Couche-Tard disclaims any intention or obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

The foregoing risks and uncertainties include the risks set forth under Business Risks as well as other risks detailed from time to time in reports filed by Couche-Tard with securities regulators in Canada and the United States.

Our Business

We are the leader in the Canadian convenience store industry. With respect to our positioning in North America, we are the second-largest independent convenience store operator (whether integrated with a petroleum company or not) in terms of number
of stores.

Our network is comprised of 5,443 convenience stores throughout North America, including 3,646 stores with motor fuel dispensing. We are present in 11 North American markets, including eight in the United States covering 34 states and three in
Canada covering ten provinces. More than 48,000 people are employed throughout our network and at the service offices.

Our mission is to offer our clients outstanding service by developing a customized and friendly relationship while still finding ways to surprise them on a daily basis. In this regard, we strive to meet the demands and needs of our clientele based
on their regional requirements. To do so, we offer consumers food and beverage items, motor fuel and other high-quality products and services designed to meet clients demands in a clean and welcoming environment. Our positioning in the
industry stems primarily from the success of our business model, which is based on a decentralized management structure, an ongoing assessment of best practices and operational expertise that is enhanced by our experience in the various regions of
our network. Our positioning is also a result of our focus on in-store merchandise, as well as our continued investments in our IMPACT program and the technological development of our stores.

Alimentation Couche-Tard     2

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The convenience store sector is fragmented and in a consolidation phase. Economies of scale are now essential to succeed in this business sector. We are participating in this process through our acquisitions and the market shares we gain when
competitors close sites and when we improve our offering and we believe that it is still possible for industry participants with a good financial position such as Couche-Tard to maintain sustained growth, especially in the current difficult economic
conditions. However, as for acquisitions, they have to be concluded at reasonable conditions in order to create value for the Company and its shareholders. Therefore, we do not favor store count growth to the detriment of profitability.

2009 Overview

Net earnings amounted to $253.9 million for fiscal 2009, up 34.1% over fiscal 2008 due to improved motor fuel margins in the United States, recently acquired stores, growth of same-store merchandise sales, increased same-store motor fuel volume
in Canada, sound management of operating expenses and a decrease in financial expenses. These positive items were partially offset by difficult economic conditions in some of our markets which contributed to the decrease in our merchandise and
service gross margin and to the decrease in same-store motor fuel volume in the United States.

Partnership

In connection with our commercial partnership with Irving Oil which was put in place during the first quarter of fiscal 2009, we have integrated 125 Irving stores in Canada (118 company-operated stores and seven affiliated stores) and 124 in the
U.S. during fiscal 2009, bringing the total number of integrated stores under this agreement to 249. In addition, pursuant to this commercial partnership, another 23 Irving stores located in the United States were added. These 23 stores were
integrated with our network during the second, third and fourth quarters of fiscal 2009.

Business acquisitions

During fiscal 2009, we made the following business acquisitions:

- Effective April 29, 2008, we acquired 15 company-operated stores from Speedway Superamerica LLC. These stores operate under the Speedway banner in central Illinois, United States;
- Effective July 8, 2008, we acquired 70 company-operated stores from
Spirit Energy, LLC. These stores operate under the Convenient Food Mart banner in the St. Louis, Missouri area and the nearby central Illinois area in the United States;
- Effective February 5, 2009, we acquired 13 company-operated stores located in
the Province of Quebec, Canada from Exploitation Quali-T inc., a subsidiary of Groupe Therrien.
- Effective February 10, 2009, we acquired seven company-operated stores from Gate
Petroleum Company. These stores operate under the Gate banner in the Greensboro
and Raleigh regions of North Carolina, United States;
- During the fiscal year, we also acquired two other stores through two distinct
transactions.

Franchises

On January 30, 2009, following the sale, by ConocoPhillips Company, of 314 stores they were operating under the Circle K banner pursuant to franchise agreements, we signed, with the buyers, Convenience Retailers LLC and PCF Saleco, LLC, new
franchise agreements for the same stores. In addition, on January 26, 2009, we concluded another franchise agreement with Jump Oil Company for the conversion of 45 of their stores operated in Missouri, United States to the Circle K brand.

Share repurchase programs

1) Program effective August 8, 2007, which expired August 7, 2008

During fiscal 2009, under this program, we repurchased 8,800 Class A multiple voting shares at an average cost of Cdn$10.91 and 1,904,100 Class B subordinate voting shares at an average cost of Cdn$10.83. On a cumulative basis since the
implementation of this program, we have repurchased a total of 2,125,400 Class A multiple voting shares at an average cost of Cdn$15.04 and 5,949,706 Class B subordinate voting shares at an average cost of Cdn$15.18.

Alimentation Couche-Tard     3

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2) Program effective August 8, 2008, expiring at the latest on August 7, 2009

On August 8, 2008, we implemented a second share repurchase program to repurchase up to 2,693,860 of the 53,877,212 Class A multiple voting shares and up to 14,031,210 of the 140,312,108 Class B subordinate voting shares issued and outstanding as at
July 29, 2008 (representing 5.0% of the Class A multiple voting shares issued and outstanding and 10.0% of the Class B subordinate voting shares of the public float, as defined by applicable rules, as at that date, respectively). In accordance with
the Toronto Stock Exchange requirements, a maximum daily repurchase of the greater of: 25.0% of the daily trading averages for the six months preceding July 29, 2008 and 1,000 shares can be made. When making such repurchases, the number of Class A
multiple voting shares and of Class B subordinate voting shares in circulation is reduced and the proportionate interest of all remaining shareholders in the Companys share capital is increased on a pro rata basis. The share repurchase period
will end no later than August 7, 2009. All shares repurchased under the share repurchase program are cancelled upon repurchase.

During fiscal 2009 and since the implementation of this program, we have repurchased a total of 15,300 Class A multiple voting shares at an average cost of Cdn$13.17 and 7,483,400 Class B subordinate voting shares at an average cost of
Cdn$13.02. Security holders may obtain a copy of the notice filed with the Toronto Stock Exchange, without charge, by contacting the Corporate Secretary of Couche-Tard at 1600, St-Martin Blvd. East, Tower B, 2nd Floor, Laval, Québec, H7G
4S7.

New credit agreements

On June 13, 2008 and March 24, 2009, we entered into two new credit agreements consisting of revolving unsecured credit facilities of a maximum amount of $310.0 million and $40.0 million, respectively, with terms and conditions similar to
those of the other facility we already had as at April 27, 2008. The terms and conditions of the new facilities are described in Note 16a) of the consolidated financial statements included in the 2009 Annual Report.

Dividends

On July 14, 2009, the Board of Directors approved and declared a quarterly dividend of Cdn$0.035 per share for the fourth quarter of fiscal 2009 to shareholders on record as at July 23, 2009, and approved its payment for July 30, 2009. These are
eligible dividends within the meaning of the Income Tax Act.

Corporate credit rating

Effective August 28, 2008, Standard & Poors credit rating agency raised our long-term corporate credit rating from BB to BB+. The upgrade reflects our resilient operating performance and credit metrics during the current difficult market
conditions. As per Standard & Poors, the revised rating is supported by our strong market position in the North American convenience store segment, the solid performance of our merchandising programs and by managements proven track
record of integrating acquisitions.

Outstanding shares and stock options

As at July 10, 2009 Couche-Tard had 53,708,112 Class A multiple voting shares and 131,593,824 Class B subordinate voting shares issued and outstanding. In addition, as at the same date, Couche-Tard had 8,810,823 outstanding stock options for the
purchase of Class B subordinate voting shares.

Alimentation Couche-Tard     4

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International economic crisis

In view of the current global economic crisis, we are keeping
even closer tabs on our risk management strategy, performance and expenditures.
As stated in previous communications, some of our markets are affected by the
crisis. During fiscal years 2008 and 2009, although our results have remained
more than satisfying, we nevertheless felt head winds in the growth of internal
merchandise revenues, motor fuel volumes and gross margin. Given the breadth of
the financial crisis and widespread belief that the economic situation will not
improve before a few months, we will continue to manage prudently, to focus on
customer service, invest in our stores and monitor acquisition opportunities. We
are confident that our team will make the best of the situation in order to
maintain maximum network performance and transform adversity into opportunities.

We believe the Company is well positioned to face this reality
for the following reasons:

| | 1) | Operating activities continue to generate significant net
      cash flows with $502.8 million for fiscal year 2009;                                              
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | The Company has a solid balance sheet as at April 26,
      2009:                                                                                                 
| |    | a)                                                                                                                                                                
| |    | b)                                                                                                                                                                
| |    | c)                                                                                                                                                                
| |    | d)                                                                                                                                                                
| |    | e)                                                                                                                                                                
| |    | f)                                                                                                                                                                
| |    |                                                                                                                                                                   
| |    |                                                                                                                                                                   
| |    |                                                                                                                                                                   
| | 3) | We have taken and will continue to take effective
      measures to preserve cash and sustain performance, while maintaining our
      future growth perspectives:
| |    | a)                                                                                                                                                                
| |    | b)                                                                                                                                                                

Based on our assessment of the current situation, we do not
expect liquidities to be an issue over the next 12 months and do not foresee any
other short-term problems that may compromise the normal course of business over
that same period.

Subsequent event

On May 28, 2009, we closed the acquisition of 43
company-operated stores in Phoenix, Arizona, United States from ExxonMobil
Corporation (ExxonMobil). The land and buildings of ten of these sites will be
leased. As per the agreement, ExxonMobil also transferred to Couche-Tard the
On the Run trademark rights in the United Sates as well as 450
franchised stores operating under this trademark in the United States.

Exchange rate data

We report in US dollars given the predominance of our
operations in the United States and our US dollar denominated debt.

The following table sets forth information about exchange rates
based upon the Bank of Canada closing rates expressed as US dollars per
Cdn$1.00:

|                                                                                                               | 12-week periods ended |                | 52-week periods ended |               
|-------------------------------------------------------------------------------------------------------------- | --------------------- | -------------- | --------------------- | --------------
|                                                                                                               | April 26, 2009        | April 27, 2008 | April 26, 2009        | April 27, 2008
|Average for
      period (a)                                                                                   | 0.8020                | 0.9947         | 0.8760                | 0.9773        
|Period end                                                                                                     | 0.8267                | 0.9840         | 0.8267                | 0.9840        
|                                                                                                               |                       |                |                       |               
|(a) Calculated by taking the average
      of the closing exchange rates of each day in the applicable period. |                       |               

As we use the US dollar as our reporting currency, in our
consolidated financial statements and in the present document, unless indicated
otherwise, results from our Canadian and corporate operations are translated
into US dollars using the average rate for the period. Variances and
explanations related to variations in the foreign exchange rate and the
volatility of the Canadian dollar which we discuss in the present document are
therefore related to the translation in US dollars of our Canadian and corporate
operations results and do not have a true economic impact on our performance
since most of the Companys consolidated revenues and expenses are received or
denominated in the functional currency of the markets in which it does business.
Accordingly, our sensitivity to variations in foreign exchange rates is
economically limited.

Alimentation Couche-Tard     5

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Accounting changes

Inventories

On April 28, 2008, we adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3031, Inventories, which replaces Section 3030 of the same name. The new section provides guidance on the basis and method of
measurement of inventories and allows for reversal of previous write downs if an increase in value of these inventories occurs. The Section also establishes new standards on disclosure of accounting policies used, carrying amounts, amounts
recognized as an expense, write downs and the amount of any reversal of any write downs. This new standard aligns accounting for inventories under Canadian GAAP with International Financial Reporting Standards (IFRS). The adoption of this new
Section had no impact on our consolidated financial results.

Credit risk and the fair value of financial assets and financial liabilities

On January 20, 2009, we adopted retrospectively and without restatement of prior periods financial statements the recommendations of the Emerging Issues Committee (EIC) of the CICA relating to Abstract 173 (EIC-173), Credit Risk and the Fair
Value of Financial Assets and Financial Liabilities. These recommendations provide guidance in determining the fair value of financial assets and financial liabilities, including derivative instruments. EIC-173 stipulates that an entitys
own credit risk and the credit risk of the counterparty should be taken into consideration in determining the fair value of these items. The adoption of these new recommendations had no impact on our consolidated financial results.

Income Statement Categories

Merchandise and Service Revenues.In-store merchandise revenues are comprised primarily of the sale of tobacco products, beer/wine, grocery items, candy, snacks, various beverages and fresh food offerings, including quick service restaurants
(QSRs). Service revenues include fees from automatic teller machines, sales of calling cards and gift cards, revenues from car washes, the commission on sale of lottery tickets and issuance of money orders, fees for cashing cheques as well as sales
of postage stamps and bus tickets. Service revenues also include franchise fees, license fees from affiliates and royalties from franchisees.

Motor Fuel Revenues.We include in our revenues the total dollar amount of motor fuel sales, including any imbedded taxes, if we take ownership of the motor fuel inventory. In the United States, in some instances, we purchase motor fuel and
sell it to certain independent store operators at cost plus a mark-up. We record the full value of these revenues (cost plus mark-up) as motor fuel revenues. Where we act as a selling agent for a petroleum distributor, only the commission we have
earned is recorded as revenues. Gross profit from motor fuel is derived by deducting the cost of the motor fuel from the motor fuel revenues, except for commission stores where the gross profit is equal to the recorded commission from the sale.

Gross Profit.Gross profit consists mainly of revenues less the cost of goods and motor fuel sold. For in-store merchandise, the cost of inventory is generally determined using the retail method (retail price less a normal margin), and for
motor fuel, it is determined using the average cost method.

Operating, Selling, Administrative and General Expenses.The primary components of operating, selling, administrative and general expenses are labour, occupancy costs, electronic payment modes fees, commissions to dealers and overhead and
include advertising expenses that are charged to earnings as incurred.

Key performance indicators used by management, which can be found under Selected Consolidated Financial Information - Other Operating Data, are merchandise and service gross margin, growth of same-store merchandise revenues, motor fuel
gross margin and growth of same-store motor fuel volume.

Alimentation Couche-Tard     6

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Summary of changes in our stores during the fourth quarter
and fiscal year ended April26, 2009

The following table presents certain information regarding
changes in our stores over the 12-week period ended April 26, 2009 (fourth
quarter of 2009) and the 52-week period ended the same date (fiscal year
2009):

|                                                                                                  |          | 12-week period ended |                | 52-week period ended
|------------------------------------------------------------------------------------------------- | -------- | -------------------- | -------------- | --------------------
|                                                                                                  |          |                      | April 26, 2009 |                     
|                                                                                                  | Company- |                      |                | Company-            
|                                                                                                  | operated | Affiliated           |                | operated            
|                                                                                                  | stores   | stores               | Total          | stores              
|                                                                                                  |          |                      |                |                     
|Number of stores, beginning of period                                                             | 4,370    | 1,074                | 5,444          | 4,068               
|                                                                                                  |          |                      |                |                     
|Acquisitions                                                                                      | 21       | -                    | 21             | 107                 
|                                                                                                  |          |                      |                |                     
|Openings / constructions / additions
      (1)                                                    | 32       | 18                   | 50             | 311                 
|                                                                                                  |          |                      |                |                     
|Closures / withdrawals                                                                            | (28)     | (44)                 | (72)           | (91)                
|                                                                                                  |          |                      |                |                     
|Number of stores, end of period                                                                   | 4,395    | 1,048                | 5,443          | 4,395               
|(1) Includes stores
      added to our network through the partnership agreement with Irving Oil. |          |                      |               

During the year, we also implemented our IMPACT program in 211
company-operated stores (81 during the fourth quarter). As a result, 61.0% of
our company-operated stores have now been converted to our IMPACT program.

Summary analysis of consolidated results for the fourth
quarter of fiscal 2009

The following table highlights certain information regarding
our operations for the 12-week periods ended April 26, 2009 and April 27, 2008:

|(In millions of US dollars, unless otherwise
      stated, unaudited) |                      |                      |       
|--------------------------------------------------------------------- | -------------------- | -------------------- | ------
|                                                                      | 12-week period ended | 12-week period ended | Change
|                                                                      | April 26, 2009       | April 27, 2008       | %     
|Revenues                                                              | 2,994.0              | 3,705.8              | (19.2)
|Operating income                                                      | 62.4                 | 23.8                 | 162.2 
|Net earnings                                                          | 38.0                 | 15.5                 | 145.2 
|Selected Operating Data:                                              |                      |                      |       
|                                                                      |                      |                      |       
|Merchandise and service gross margin (1):                             |                      |                      |       
|Consolidated                                                          | 33.6%                | 33.7%                | (0.1) 
|United States                                                         | 33.6%                | 33.2%                | 0.4   
|Canada                                                                | 33.8%                | 34.7%                | (0.9) 
|Growth of same-store merchandise revenues
      (2) (3):              |                      |                      |       
|United States                                                         | 3.3%                 | 0.1%                 |       
|Canada                                                                | 2.8%                 | 2.2%                 |       
|(Decrease) growth of
      same-store motor fuel volume (3):          |                      |                      |       
|United States                                                         | (4.1%)               | 0.9%                 |       
|Canada                                                                | 2.2%                 | 5.8%                 |       
|Motor fuel gross margin (3):                                          |                      |                      |       
|United States
      (cents per gallon)                                | 11.38                | 10.02                | 13.6  
|Canada (Cdn cents per litre)                                          | 5.62                 | 5.25                 | 7.0   

|(1) | Includes other revenues derived from franchise fees,
      royalties and rebates on some purchases by franchisees and
    licensees.                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Excludes other revenues derived from franchise fees,
      royalties and rebates on some purchases by franchisees and licensees.
      Growth in Canada is calculated based on Canadian dollars.
|(3) | For company-operated stores only.                                                                                                                                                               

For the 12-week period ended April 26, 2009, we achieved
revenues of $3.0 billion, compared with $3.7 billion for the same period in
fiscal 2008, a decrease of 19.2% or $711.8 million. Of this amount, $903.0
million is due to a lower retail price at the pump compared to the fourth
quarter of fiscal 2008 and $145.8 million is due to the depreciation of the
Canadian dollar against its U.S. counterpart. These decreases were partially
offset by additional revenues of $384.0 million generated by acquisitions. We
recorded 79.7% of our revenues in the United States, compared with 81.5% in the
fourth quarter last fiscal year.

Growth of same-store merchandise revenues in the United
Statesstood at 3.3%, of which 2.7% is due to the positive effect of the
federal tax increase on tobacco products during the fourth quarter of 2009 while
the remaining increase is due to the ability of our business units to put
forward a product mix allowing them to maintain revenues as well as gross
margin. As for the Canadian market, the 2.8% increase in same-store merchandise
revenues is chiefly due to our merchandising strategy.

Alimentation Couche-Tard     7

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Same-store motor fuel volume dropped by 4.1% in the United States and rose 2.2% in Canada. The poor performance in the United States can be explained by the unfavourable economic climate affecting some of our business units. However, the trend shows
improvement compared to previous quarters.

During the fourth quarter of fiscal 2009, the merchandise and service gross margin stood at 33.6%, compared with 33.7% in the fourth quarter of fiscal 2008. In the United States, gross margin rose to 33.6% in the fourth quarter of 2009, an increase
compared with 33.2% in fiscal 2008, due to the implementation of our Impact conversion program in a growing number of stores, a more favorable product-mix as well as our merchandising strategies. In Canada, the margin fell to 33.8%, from 34.7% in
fiscal year 2008. The performance in Canada is mainly the result of a merchandising strategy in tune with market competitiveness and economic conditions within each market as well as a less favourable product. Finally, some recent acquisitions in
Canada and the United States posted a lower gross margin than the existing network thereby lowering the overall gross margin. This situation should improve as our integration and improved supply terms strategies are implemented.

Motor fuel gross margin for our company-operated stores in the United States rose 1.36¢ per gallon, from 10.02¢ per gallon in the fourth quarter of fiscal 2008 to 11.38¢ per gallon this quarter. In Canada, the margin rose, reaching
Cdn5.62¢ per litre compared with Cdn5.25¢ per litre for the corresponding quarter in fiscal 2008.

Net earnings

We closed the fourth quarter of 2009 with net earnings of $38.0 million or $0.20 per share (same per share on a diluted basis), compared with $15.5 million for the corresponding period of fiscal 2008 ($0.08 per share on a diluted
basis), an increase of $22.5 million, or 145.2%. The net earnings for the fourth quarter of 2009 chiefly reflects the performance of acquisitions, greater motor fuel gross margins, increased same-store merchandise revenues, growth in same-store
motor fuel volume in Canada, sound management of operating expenses and decreased financial expenses. These positive items were partially offset by a decrease of same-store motor fuel volumes in the United States, a weakening Canadian dollar, the
slight decline in the merchandise and service consolidated gross margin as well as a higher income tax expenses.





Alimentation Couche-Tard     8

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Selected Consolidated Financial Information

The following table highlights certain information regarding
our operations for the 52-week periods ended April 26, 2009, April 27, 2008 and
April 29, 2007:

|(In millions of US dollars, unless otherwise
      stated)                     |                       |                |               
|------------------------------------------------------------------------------ | --------------------- | -------------- | --------------
|                                                                               | 52-week periods ended
|                                                                               | April 26, 2009        | April 27, 2008 | April 29, 2007
|Statement of Operations
      Data:                                            |                       |                |               
|Merchandise and service revenues (1):                                          |                       |                |               
|United
      States                                                            | 3,742.6               | 3,476.3        | 3,116.6       
|Canada                                                                         | 1,673.8               | 1,724.4        | 1,500.4       
|Total
      merchandise and service revenues                                   | 5,416.4               | 5,200.7        | 4,617.0       
|Motor fuel revenues:                                                           |                       |                |               
|United
      States                                                            | 8,865.2               | 8,891.6        | 6,514.6       
|Canada                                                                         | 1,499.5               | 1,277.7        | 955.8         
|Total
      motor fuel revenues                                                | 10,364.7              | 10,169.3       | 7,470.4       
|Total revenues                                                                 | 15,781.1              | 15,370.0       | 12,087.4      
|Merchandise and service gross
      profit (1):                                |                       |                |               
|United States                                                                  | 1,226.2               | 1,146.5        | 1,046.9       
|Canada                                                                         | 574.9                 | 601.1          | 526.6         
|Total merchandise and
      service gross profit                               | 1,801.1               | 1,747.6        | 1,573.5       
|Motor fuel gross profit:                                                       |                       |                |               
|United States                                                                  | 545.6                 | 393.9          | 372.1         
|Canada                                                                         | 89.9                  | 82.0           | 58.9          
|Total motor fuel gross
      profit                                            | 635.5                 | 475.9          | 431.0         
|Total gross profit                                                             | 2,436.6               | 2,223.5        | 2,004.5       
|Operating, selling, administrative and general
      expenses                  | 1,848.8               | 1,738.9        | 1,512.4       
|Depreciation and amortization
      of property and equipment and other assets | 183.0                 | 172.5          | 133.8         
|Operating income                                                               | 404.8                 | 312.1          | 358.3         
|Net earnings                                                                   | 253.9                 | 189.3          | 196.4         
|Other Operating Data:                                                          |                       |                |               
|Merchandise and service gross
      margin (1):                                |                       |                |               
|Consolidated                                                                   | 33.3%                 | 33.6%          | 34.1%         
|United
      States                                                            | 32.8%                 | 33.0%          | 33.6%         
|Canada                                                                         | 34.3%                 | 34.9%          | 35.1%         
|Growth of same-store
      merchandise revenues (2) (3):                       |                       |                |               
|United States                                                                  | 0.6%                  | 2.5%           | 3.3%          
|Canada                                                                         | 2.2%                  | 4.0%           | 2.6%          
|Motor fuel gross margin (3):                                                   |                       |                |               
|United
      States (cents per gallon)                                         | 17.55                 | 13.58          | 14.90         
|Canada (Cdn cents per
      litre)                                             | 4.97                  | 5.08           | 4.31          
|Volume of motor fuel sold
      (4):                                           |                       |                |               
|United States (millions of
      gallons)                                      | 3,214.9               | 3,019.9        | 2,609.0       
|Canada
      (millions of litres)                                              | 2,059.0               | 1,655.0        | 1,554.5       
|(Decrease) growth of same-store motor fuel
      volume (3):                   |                       |                |               
|United
      States                                                            | (6.4%)                | (0.2%)         | 2.9%          
|Canada                                                                         | 3.7%                  | 6.3%           | 4.8%          
|Per Share Data:                                                                |                       |                |               
|Basic net earnings per
      share (dollars per share)                         | 1.31                  | 0.94           | 0.97          
|Diluted
      net earnings per share (dollars per share)                       | 1.29                  | 0.92           | 0.94          
|Balance Sheet Data:                                                            |                       |                |               
|Total assets                                                                   | 3,255.9               | 3,320.6        | 3,043.2       
|Interest-bearing
      debt                                                    | 749.2                 | 842.2          | 870.0         
|Shareholders equity                                                           | 1,326.0               | 1,253.7        | 1,145.4       
|Ratios                                                                         |                       |                |               
|Net
      interest-bearing debt/total capitalization (5)                       | 0.30:1                | 0.33:1         | 0.39:1        
|Net interest-bearing debt/EBITDA
      (6)                                     | 0.98:1                | 1.29:1         | 1.48:1        



|(1) | Includes other revenues derived from franchise fees,
      royalties and rebates on some purchases by franchisees and
    licensees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Does not include services and other revenues (as
      described in footnote 1 above). Growth in Canada is calculated based on
      Canadian dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | For company-operated stores only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Includes volume of franchisees and dealers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5) | This ratio is presented for information purposes only and
      represents a measure of financial condition used especially in financial
      circles. It represents the following calculation: long-term
      interest-bearing debt, net of cash and cash equivalents and temporary
      investments, divided by the addition of shareholders equity and long-term
      debt, net of cash and cash equivalents and temporary investments. It does
      not have a standardized meaning prescribed by Canadian GAAP and therefore
      may not be comparable to similar measures presented by other public
      companies.
|(6) | This ratio is presented for information purposes only and
      represents a measure of financial condition used especially in financial
      circles. It represents the following calculation: long-term
      interest-bearing debt, net of cash and cash equivalents and temporary
      investments, divided by EBITDA (Earnings Before Interest, Tax,
      Depreciation and Amortization). It does not have a standardized meaning
      prescribed by Canadian GAAP and therefore may not be comparable to similar
      measures presented by other public companies.                                                    

Alimentation Couche-Tard     9

---

Analysis of consolidated results for the fiscal year ended
April 26, 2009

Revenues

Our revenues amounted to $15.8 billion in fiscal 2009, up
$411.1 million, an increase of 2.7%, of which $1.6 billion was attributable to
acquisitions, further complemented by the growth of same-store merchandise
revenues in the United States and Canada, as well as the growth in same-store
motor fuel volume in Canada. These positive items were partially offset by a
drop in same-store motor fuel volumes in the United States, a $411.0 million
decrease in revenues related to the drop in motor fuel retail price as compared
to last year, and the $310.6 million decrease created by the weakening Canadian
dollar. The proportion of our business in the United States was 79.9% compared
with 80.5% in fiscal 2008.

More specifically, the growth of merchandise and service
revenues for fiscal 2009 was $215.7 million or 4.1%, of which $335.3 million was
generated by acquisitions, partially offset by the $170.5 million decrease
related to the depreciation of the Canadian dollar against its U.S. counterpart.
Internal growth, as measured by the growth in same-store merchandise revenues,
was 0.6% in the United States and 2.2% in Canada. Growth in the United States is
chiefly due to the positive effect of the federal tax increase on tobacco
products during the fourth quarter of fiscal 2009, as well as the ability of our
business units to put forward a product mix allowing them to maintain revenues
as well as gross margin. These growth factors were partially offset by the
impact of poor economic conditions in certain U.S. markets. As for the Canadian
market, the internal growth is chiefly due to our merchandising strategy.

Motor fuel revenues increased $195.4 million or 1.9% in fiscal
2009, of which $1.2 billion or 463.1 million of gallons stems from acquisitions.
This increase was partially offset by a $411.0 million drop in motor fuel
revenues due to a lower average retail price at the pump in our U.S. and
Canadian company-operated stores, as shown in the following table:

|                                            |        |        |       |        | Weighted
|------------------------------------------- | ------ | ------ | ----- | ------ | --------
|Quarter                                     | 1st    | 2nd    | 3rd   | 4th    | average 
|52-week period ended April 26, 2009         |        |        |       |        |         
|United
      States (US dollars per gallon) | 3.91   | 3.67   | 2.00  | 1.95   | 2.78    
|Canada (Cdn cents per
      litre)          | 122.66 | 114.37 | 78.05 | 78.67  | 95.63   
|52-week period ended April 27,
      2008   |        |        |       |        |         
|United States (US dollars
      per gallon) | 2.98   | 2.73   | 2.96  | 3.22   | 2.97    
|Canada (Cdn cents per
      litre)          | 98.49  | 92.35  | 95.92 | 103.69 | 97.43   

The same-store motor fuel volume fell 6.4% in the United States
and rose 3.7% in Canada. In the United States, the decrease is not only due to
poor economic conditions affecting some business units but also to the overall
decline in consumer demand resulting from the sharp increase in retail prices at
the pump during the first half of fiscal 2009. The depreciation of the Canadian
dollar against its U.S. counterpart accounts for a decrease in revenues of
$140.1 million.

Gross profit

The merchandise and service gross margin was 33.3% in fiscal
2009, down 0.3% compared with 33.6% in fiscal 2008. In the United States, the
gross margin was 32.8%, a slight decrease from 33.0% last fiscal year. In
Canada, the margin fell 0.6% to 34.3%. This drop in the consolidated gross
margin is due to three factors: 1) some recent acquisitions posted a lower gross
margin than the existing network thereby lowering the overall gross margin. This
situation should improve as our integration and improved supply terms strategies
are implemented; 2) a merchandising strategy in tune with market competitiveness
and economic conditions within each market; 3) a normal increase in inventory
spoilage resulting from our strategy to boost our offer of fresh products in
stores. Once again, we believe this situation will stabilize itself as the new
programs reach their maturity.

The motor fuel gross margin for our company-operated stores in
the United States increased 3.97¢ per gallon, from 13.58¢ per gallon last year
to 17.55¢ per gallon this year. In Canada, the gross margin dropped slightly,
reaching Cdn4.97¢ per litre compared with Cdn5.08¢ per litre in fiscal 2008. The
motor fuel gross margin of our company-operated stores in the United States as
well as the impact of expenses related to electronic payment modes for the last
eight quarters, starting with the first quarter of fiscal year ending April 27,
2008, were as follows:

|(US cents per gallon)                                                  |       |       |       |       |         
|---------------------------------------------------------------------- | ----- | ----- | ----- | ----- | --------
|                                                                       |       |       |       |       | Weighted
|Quarter                                                                | 1st   | 2nd   | 3rd   | 4th   | average 
|52-week period ended April 26,
      2009                              |       |       |       |       |         
|Before deduction of
      expenses related to electronic payment modes | 15.55 | 24.88 | 18.21 | 11.38 | 17.55   
|Expenses related to
      electronic payment modes                     | 5.07  | 4.94  | 3.15  | 3.10  | 3.96    
|After deduction of expenses related to
      electronic payment modes  | 10.48 | 19.94 | 15.06 | 8.28  | 13.59   
|52-week period ended April 27,
      2008                              |       |       |       |       |         
|Before deduction of
      expenses related to electronic payment modes | 16.73 | 13.04 | 14.38 | 10.02 | 13.58   
|Expenses related to
      electronic payment modes                     | 4.15  | 3.82  | 3.98  | 4.02  | 3.99    
|After deduction of expenses related to
      electronic payment modes  | 12.58 | 9.22  | 10.40 | 6.00  | 9.59    

Alimentation Couche-Tard     10

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Operating, selling, administrative and general expenses

For fiscal 2009, operating, selling, administrative and general expenses rose by 6.3% compared with fiscal 2008. Expenses increased by 8.0% because of acquisitions while they decreased by 2.9% because of the weakening Canadian dollar and 0.4%
because of the decrease in electronic payment modes expenses. The remaining variance of 1.6% is mainly due to a normal increase in operating expenses caused by inflation, partially offset by our management of other controllable expenses.

Earnings before interests, taxes, depreciation and amortization [EBITDA] 1

EBITDA was $587.8 million, up 21.3% compared with last year. Acquisitions account for $19.6 million of this amount.

Depreciation and amortization of property and equipment and other assets

For fiscal year 2009, the depreciation expense increased because of the investments made through acquisitions and the ongoing implementation of the IMPACT program within our network, partially offset by the impact of sale and leaseback transactions
completed during fiscal 2008.

Financial expenses

Financial expenses were down $18.4 million compared with fiscal 2008. This decrease is due to the combined reduction in our average borrowings and interest rates.

Income taxes

The income tax rate for fiscal year 2009 is 31.1% compared to 26.5% for fiscal 2008 which was positively impacted by the reversal of the unusual income tax expense related to Bill 15 in the Province of Québec. Excluding this unusual item, the
income tax rate for fiscal year 2008 would have been 30.3%. As for the fiscal 2009 income tax rate, it was negatively affected by a non-recurring income tax expense related to a corporate reorganization undertaken in the second quarter as well as a
less advantageous apportionment of taxable income among the various jurisdictions that have different income tax rates. As we previously stated, the benefits of the reorganization should continue to positively impact the income tax rate during the
next quarters.

Net earnings

We closed fiscal 2009 with net earnings of $253.9 million, which equals $1.31
per share or $1.29 per share on a diluted basis compared with $189.3 million
last year ($0.94 per share on a diluted basis), an increase of $64.6 million or
34.1%.

Financial Position as at April 26, 2009

As shown by our indebtedness ratios included in the Selected Consolidated Financial Information section and our net cash from operating activities, our financial position is excellent.

Our total consolidated assets stood at $3,255.9 million as at April 26, 2009, down $64.7 million compared with the previous fiscal year, chiefly due to the weakening Canadian dollar against its U.S. counterpart.

Shareholders equity was $1,326.0 million as at April 26, 2009, up $72.3 million resulting mainly from net earnings of $253.9 million, partially offset by the decrease of $67.7 million in accumulated other comprehensive income
due to exchange rate fluctuations, by the repurchase and cancellation of shares totalling $94.3 million and $24.1 million in dividends paid. The net interest-bearing debt to total capitalization ratio stood at 0.30:1 versus 0.33:1 as at
April 27, 2008.

Liquidity and Capital Resources

Our principal source of liquidity is net cash provided by operating activities and ours credit facilities. Our principal uses of cash are to finance our capital expenditures, pay dividends, meet debt service requirements and provide for working
capital. We expect that cash available from operations together with borrowings available under our revolving unsecured credit facilities as well as potential sale and leaseback transactions will be adequate to meet our liquidity needs in the
foreseeable future.

______________________________
1 Earnings before interests, taxes, depreciation and amortization is not a performance measure defined by Canadian GAAP, but management, investors and analysts use this measure to evaluate our operating and financial performance. Note
that our definition of this measure may differ from the ones used by other companies.

Alimentation Couche-Tard     11

---

We have three credit agreements consisting of revolving
unsecured credit facilities, each having a maximum amount of $650.0 million,
$310.0 million and $40.0 million that could be extended each year by an
additional year at our request and with the consent of the lenders. The credit
facilities will mature September 22, 2012 and are available in the following
forms:

- term revolving unsecured operating credits, available i) in
Canadian dollars, ii) in US dollars, iii) in the form of Canadian dollars
bankers acceptances, with stamping fees and iv) in the form of standby letters
of credit not exceeding $50.0 million or the equivalent in Canadian dollars,
with applicable fees. Depending on the form and the currency of the loan, the
amounts borrowed bear interest at variable rates based on the Canadian prime
rate, the bankers acceptance rate, the U.S. base rate or the LIBOR rate plus a
variable margin; and
- unsecured lines of credit in the maximum amount of $50.0
million, available in Canadian or US dollars, bearing interest at variable rates
based, depending on the form and the currency of the loan, on the Canadian prime
rate, the U.S. prime rate or the U.S. base rate plus a variable margin.

Under these credit agreements, we must maintain certain
financial ratios and comply with certain restrictive covenants.

As at April 26, 2009, approximately $600.0 million were
available under the terms of the credit agreements and we were in compliance
with the restrictive covenants and ratios imposed by the credit agreements at
that date.

Derivative financial instruments designated as hedges of the
subordinated unsecured debt

During fiscal 2009, two of the interest rate swap agreements we
held as at April 27, 2008 were terminated by the counterparties in exchange for
the payment of penalties on their part for a total amount of $9.4 million.
Following the termination of these swaps, we discontinued the related hedge
accounting and the fair value of these swaps on the balance sheet was reversed
as at the termination date. The fair value of the swaps that was allocated to
the subordinated unsecured debt is presented as an integral part of it and is
amortized using the effective rate method.

Pursuant to the terminations, we now have one interest rate
swap agreement with a bank under which we pay interest on $100.0 million at a
rate of LIBOR plus a rate factor of 2.98%. The interest rate is reset every six
months over the term of the agreement. The swap agreement, which expires on
December 15, 2013, provides that the bank has the right to terminate its
arrangement with the payment of a termination fee if terminated before December
15, 2011 and, if terminated after that date, without payment of a termination
fee. We formally document and designate each derivative financial instrument as
a hedge of our subordinated unsecured debt. We determine that this derivative
financial instrument is an effective hedge, at the time of the establishment of
the hedge and for the duration of the instrument, since the date to maturity,
the reference amount and interest rate of the instrument correspond to all the
conditions of the debt.

|Selected Consolidated Cash Flow
      Information                                                           |                |                |        
|----------------------------------------------------------------------------------------------------------- | -------------- | -------------- | -------
|                                                                                                            |                |                |        
|                                                                                                            | 52-week period | 52-week period |        
|(in millions of US dollars)                                                                                 | ended          | ended          | Change 
|                                                                                                            | April 26, 2009 | April 27, 2008 | $      
|Operating activities                                                                                        |                |                |        
|Cash flows
      (1)                                                                                        | 450.1          | 359.2          | 90.9   
|Other                                                                                                       | 52.7           | 0.6            | 52.1   
|Net cash provided by operating activities                                                                   | 502.8          | 359.8          | 143.0  
|Investing activities                                                                                        |                |                |        
|Purchase of
      property and equipment, net of proceeds from the disposal of property and
      equipment | (222.4)        | (259.3)        | 36.9   
|Business
      acquisitions                                                                                 | (80.8)         | (70.7)         | (10.1) 
|Proceeds from sale and leaseback transactions                                                               | 19.8           | 172.4          | (152.6)
|Other                                                                                                       | (13.2)         | (2.8)          | (10.4) 
|Net cash used in investing
      activities                                                                 | (296.6)        | (160.4)        | (136.2)
|Financing activities                                                                                        |                |                |        
|Net decrease in long-term debt                                                                              | (116.5)        | (14.3)         | (102.2)
|Share
      repurchase                                                                                      | (99.5)         | (101.3)        | 1.8    
|Cash dividends paid                                                                                         | (24.1)         | (25.6)         | 1.5    
|Interest
      rate swap early termination fees received                                                    | 9.4            | -              | 9.4    
|Issuance of shares                                                                                          | 1.8            | 4.7            | (2.9)  
|Net cash used in financing activities                                                                       | (228.9)        | (136.5)        | (92.4) 
|Company credit rating                                                                                       |                |                |        
|Standard and
      Poors                                                                                   | BB+            | BB             |        
|Moodys                                                                                                     | Ba1            | Ba1            |        



|(1) | These cash flows are presented for information purposes
      only and represent a performance measure used especially in financial
      circles. They represent cash flows from net earnings, plus depreciation
      and amortization, loss (gain) on disposal of property and equipment and
      future income taxes. They do not have a standardized meaning prescribed by
      Canadian GAAP and therefore may not be comparable to similar measures
      presented by other public companies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alimentation Couche-Tard     12

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Operating activities

During fiscal 2009, net cash from operating activities reached
$502.8 million, up $143.0 million from fiscal year 2008. This increase is mainly
due to higher net earnings of $64.6 million in fiscal 2009 compared to 2008 and
to positive changes in non cash working capital of $66.9 million. The non cash
working capital increase is largely attributable to the decrease in the motor
fuel retail price and cost as well as the impact of the improvement in the
inventory turnover ratio.

Investing activities

During fiscal year 2009, our investments were primarily related
to the replacement of equipment in some of our stores to enhance our offering of
products and services, the addition of new stores as well as the ongoing
implementation of our IMPACT program throughout our network. During fiscal year
2009, we also invested $80.8 million to acquire 107 company-operated stores.

Financing activities

During fiscal year 2009, the decrease in long term debt
amounted to $116.5 million, while we repurchased shares for a total amount of
$99.5 million. In addition, we paid out $24.1 million in dividends and cashed
$9.4 million from two banks pursuant to their early termination of interest rate
swap agreements.

Contractual Obligations and Commercial Commitments

Set out below is a summary of our material contractual cash
obligations as at April 26, 2009:

|                            | 2010                                 | 2011  | 2012  | 2013  | 2014  | Thereafter | Total  
|--------------------------- | ------------------------------------ | ----- | ----- | ----- | ----- | ---------- | -------
|                            | (in
      millions of US dollars US)
|Long-term debt              | 0.3                                  | 0.3   | 0.3   | 381.6 | 350.4 | 2.8        | 735.7  
|Capital lease obligations   | 3.7                                  | 3.4   | 2.4   | 2.1   | 1.4   | 0.7        | 13.7   
|Operating lease obligations | 207.3                                | 191.6 | 179.6 | 165.0 | 144.2 | 1,296.1    | 2,183.8
|Purchase commitments        | 0.7                                  | -     | -     | -     | -     | -          | 0.7    
|Total                       | 212.0                                | 195.3 | 182.3 | 548.7 | 496.0 | 1,299.6    | 2,933.9

Long-Term Debt.As at April 26, 2009, our long-term debt
reached $749.2 million, the details of which are as follows:

|i)   | Term revolving unsecured operating credits of $381.3
      million ($340.0 million for the US dollar portion and $41.3 million for
      the Canadian dollar portion). The weighted average effective interest rate
      was 1.10% for the US dollar portion and 1.24% for the Canadian dollar
      portion. Standby letters of credit in the amount of Cdn$1.0 million and
      $18.3 million were outstanding as at April 26, 2009.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|ii)  | Subordinated unsecured debt of $351.7 million (nominal
      value amounting to $350.0, net of attributable financing costs of $0.8
      million, adjusted for the fair value of the interest rate swap designated
      as a fair value hedge of the debt), bearing interest at the effective rate
      of 7.56% (6.72% by taking into account the effect of the interest rate
      swap) and maturing December 15, 2013;           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|iii) | Other long-term debts of $20.7 million, including some
      obligations under capital leases.                                                                                                                                                                                                                                                                                                                                          

Capital Lease Obligations.We have generally not
promoted capital leases as a mean of financing. However, some capital leases
were assumed in connection with certain acquisitions and we had to assume some
more capital leases during the previous fiscal years. These obligations and
related assets are included in our consolidated balance sheets.

Operating Lease Obligations.We lease an important
portion of our real estate using conventional operating leases. Generally our
real estate leases in Canada are for primary terms of five to ten years and in
the United States, they are for ten to 20 years, in both cases, with options to
renew. These obligations and related assets are not included in our consolidated
balance sheets. Under certain of the store leases, we are subject to additional
rentals based on store revenues as well as escalations in the minimum future
lease amount.

Contingencies.In the normal course of business, we are
involved in many legal disputes and claims regarding the manner in which we
conduct our business. We believe that such claims and disputes are unfounded. It
is our opinion that any disbursement resulting from such proceedings will not
significantly impact the Companys results and financial position.

We are covered by insurance policies that have significant
deductibles. At this time, we believe that we are adequately covered through the
combination of insurance policies and self-insurance. Future losses which exceed
insurance policy limits or, under adverse interpretations, are excluded from
coverage would have to be paid out of general corporate funds. In association
with our workers' compensation policies, we issue letters of credit as
collateral for certain policies.

Alimentation Couche-Tard     13

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We also issue surety bonds for a variety of business purposes,
including bonds for taxes, lottery sales, wholesale distribution and alcoholic
beverage sales. In most cases, a municipality or state governmental agency, as a
condition of operating a store in that area, requires the surety bonds.

Off-Balance Sheet Arrangements

In the normal course of business, we finance some of our
off-balance sheet activities through operating leases for properties on which we
conduct our retail business. Our future commitments are included under
Operating Lease Obligations in the table above.

Selected Quarterly Financial Information

The Companys 52-week reporting cycle is divided into four
quarters of 12 weeks each except for the third quarter, which comprises 16
weeks. When a fiscal year, such as 2006, contains 53 weeks, the fourth quarter
comprises 13 weeks. The following is a summary of selected consolidated
financial information derived from the Companys unaudited interim consolidated
financial statements for each of the eight most recently completed quarters.
This information was prepared in accordance with Canadian GAAP and is reported
in US dollars.

|(In millions of US dollars except for per                                                                                           |                               |                               |          |          |          |          |          |         
|----------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ----------------------------- | -------- | -------- | -------- | -------- | -------- | --------
|share data, unaudited)                                                                                                              | 52 weeks ended April 26, 2009 | 52 weeks ended April 27, 2008
|Quarter                                                                                                                             | 4th                           | 3rd                           | 2nd      | 1st      | 4th      | 3rd      | 2nd      | 1st     
|Weeks                                                                                                                               | 12 weeks                      | 16 weeks                      | 12 weeks | 12 weeks | 12 weeks | 16 weeks | 12 weeks | 12 weeks
|Revenues                                                                                                                            | 2,994.0                       | 3,911.7                       | 4,556.4  | 4,319.0  | 3,705.8  | 4,590.9  | 3,499.8  | 3,573.5 
|Earnings before depreciation and amortization of property and equipment and
      other assets, financial expenses and income taxes | 105.0                         | 168.1                         | 179.7    | 135.0    | 63.7     | 130.6    | 135.2    | 155.1   
|Depreciation and amortization of property and equipment and other assets                                                            | 42.6                          | 56.4                          | 41.1     | 42.9     | 39.9     | 53.8     | 41.1     | 37.7    
|Operating income                                                                                                                    | 62.4                          | 111.7                         | 138.6    | 92.1     | 23.8     | 76.8     | 94.1     | 117.4   
|Financial expenses                                                                                                                  | 6.8                           | 10.3                          | 9.3      | 9.8      | 9.1      | 16.7     | 13.8     | 15.0    
|Net earnings                                                                                                                        | 38.0                          | 71.1                          | 97.6     | 47.2     | 15.5     | 50.5     | 54.2     | 69.1    
|Net earnings per share                                                                                                              |                               |                               |          |          |          |          |          |         
|Basic                                                                                                                               | $0.20                         | $0.37                         | $0.50    | $0.24    | $0.08    | $0.25    | $0.27    | $0.34   
|Diluted                                                                                                                             | $0.20                         | $0.36                         | $0.49    | $0.24    | $0.08    | $0.24    | $0.26    | $0.33   

The influences of the volatility of motor fuel gross margin and
seasonality have an impact on the variability of our quarterly net earnings.
Given the acquisitions in recent years and higher retail prices at the pump,
motor fuel revenues have become a more significant segment of our business and
therefore our results are more sensitive to the volatility of motor fuel gross
margins. However, the majority of our operating income is still derived from
merchandise and service sales.

Analysis of consolidated results for the fiscal year ended
April 27, 2008

Our revenues amounted to $15.4 billion in fiscal 2008, up $3.3
billion, for an increase of 27.2%, of which $1.5 billion was attributable to the
major acquisitions. The proportion of our business in the United States was
80.5% compared with 79.7% in 2007.

More specifically, the growth of merchandise and service
revenues for fiscal 2008 was $583.7 million or 12.6%, of which $268.1 million
was generated by acquisitions and $168.5 million was generated by the 11.2%
appreciation of the Canadian dollar against its U.S. counterpart. Internal
growth, as measured by the growth in same-store merchandise revenues, was 2.5%
in the United States and 4.0% in Canada. Growth in the U.S. followed a positive
trend despite the economic slowdown in some regions, especially in the southern
part of the country. The situation was magnified by a significant rise in retail
price at the pump, leaving that much less margin on consumers personal
disposable income for in-store purchases. In the same manner, a tightened
application of immigration laws in Arizona noticeably affected sales within the
business unit whose stores had a strong concentration of Hispanic consumers.
Lastly, in order to maintain and even improve our position, we implemented
aggressive promotions in certain customized categories and we continued to
implement one of our key success factors: our IMPACT program. As for the
Canadian market, we launched promotions throughout fiscal year 2008 towards
increasing customer traffic in our stores. In addition, we marketed and promoted
products in growing demand, including value brand cigarettes and certain
beverages. These initiatives were partially offset by the highly competitive
landscape in Central and Eastern Canada and the growing smuggling on tobacco
products.

Alimentation Couche-Tard     14

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Motor fuel revenues increased $2.7 billion or 36.1% in fiscal
2008, of which $1.2 billion stems from a higher average retail price at the pump
in our U.S. and Canadian company-operated stores, as shown in the following
table:

|                                            |       |       |       |        | Weighted
|------------------------------------------- | ----- | ----- | ----- | ------ | --------
|Quarter                                     | 1st   | 2nd   | 3rd   | 4th    | average 
|52-week period ended April 27,
      2008   |       |       |       |        |         
|United States (US dollars
      per gallon) | 2.98  | 2.73  | 2.96  | 3.22   | 2.97    
|Canada
      (Cdn cents per litre)          | 98.49 | 92.35 | 95.92 | 103.69 | 97.43   
|52-week period ended April 29, 2007         |       |       |       |        |         
|United
      States (US dollars per gallon) | 2.86  | 2.61  | 2.26  | 2.52   | 2.52    
|Canada (Cdn cents per litre)                | 96.08 | 89.87 | 80.27 | 90.11  | 88.42   

The major acquisitions contributed 412.2 million additional
gallons in fiscal 2008, or $1.2 billion in revenues. The appreciation of the
Canadian dollar against its U.S. counterpart was also responsible for $128.8
million of the increase. The same-store motor fuel volume fell 0.2% in the
United States and rose 6.3% in Canada. In the United States, the sluggish growth
is mainly due to poor economic conditions in the southern part of the country
and to the overall decline in consumer demand resulting from the sharp increase
in retail prices at the pump. In addition, some of our competitors in the Great
Lakes region launched aggressive promotions in which we did not participate.
However, this strategy favourably impacted our margin in this market. In Canada,
the growth is mainly due to the thriving economic conditions in Western Canada
combined with the popularity of the CAA program in Quebec, and a more focused
pricing strategy in Ontario.

Gross profit

The merchandise and service gross margin was 33.6% in fiscal
2008, compared with 34.1% in fiscal 2007. In the United States, the gross margin
was 33.0%, down from 33.6% the previous fiscal year. Several U.S. markets facing
an unfavourable economic climate implemented customized promotions in order to
maintain and even increase the number of customers per store, thereby
maintaining volumes but cutting margins. In addition, some acquisitions made in
fiscal 2008 and 2007 with discount-based strategies have also compressed the
margin. In Canada, the margin fell 0.2% to 34.9%, resulting mainly from
aggressive promotions in the milk and cigarettes product segments and from a
temporary and unfavourable change in the product mix that both occurred during
the fourth quarter, as well as from non-recurring supplier rebates received
during fiscal 2007.

The motor fuel gross margin for our company-operated stores in
the United States decreased 1.32¢ per gallon, from 14.90¢ per gallon in fiscal
2007 to 13.58¢ per gallon in fiscal 2008. The drop in margin observed in the
United States results from marked and successive increases in product costs that
our business units were not able to transfer immediately to the consumers
because of very competitive market conditions. It should be noted that the drop
in the net margin would have been steeper when factoring in expenses related to
electronic payment modes. In Canada, the margin rose, reaching Cdn5.08¢ per
litre compared with Cdn4.31¢ per litre in fiscal 2007.

The motor fuel gross margin of our company-operated stores in
the United States as well as the impact of expenses related to electronic
payment modes for the last eight quarters before the end of fiscal 2008 were as
follows:

|(US cents per gallon)                                                  |       |       |       |       |         
|---------------------------------------------------------------------- | ----- | ----- | ----- | ----- | --------
|                                                                       |       |       |       |       | Weighted
|Quarter                                                                | 1st   | 2nd   | 3rd   | 4th   | average 
|52-week period ended April 27, 2008                                    |       |       |       |       |         
|Before deduction of
      expenses related to electronic payment modes | 16.73 | 13.04 | 14.38 | 10.02 | 13.58   
|Expenses related to electronic payment modes                           | 4.15  | 3.82  | 3.98  | 4.02  | 3.99    
|After deduction of expenses related to
      electronic payment modes  | 12.58 | 9.22  | 10.40 | 6.00  | 9.59    
|52-week period ended April 29, 2007                                    |       |       |       |       |         
|Before deduction of
      expenses related to electronic payment modes | 13.60 | 20.73 | 13.19 | 13.12 | 14.90   
|Expenses related to electronic payment modes                           | 3.82  | 3.77  | 3.12  | 3.59  | 3.52    
|After deduction of expenses related to
      electronic payment modes  | 9.78  | 16.96 | 10.07 | 9.53  | 11.38   

Operating, selling, administrative and general expenses

In fiscal 2008, operating, selling, administrative and general
expenses rose by 0.7% as a percentage of merchandise and service revenues
compared to fiscal 2007. Excluding expenses related to electronic payment modes
which mostly fluctuate with motor fuel sales, operating, selling, administrative
and general expenses increased only 0.2% as a percentage of merchandise and
service revenues. This increase is mostly driven by the rise in rental charges,
the overall increase in labour costs and conversion expenses for certain
corporate motor fuel equipment in order to comply with ethanol distribution
standards. Finally, the rising popularity of electronic payment modes further
contributed to the increase of the related expenses which were already boosted
by rising retail prices at the pump and increased motor fuel volume.

Alimentation Couche-Tard     15

---

Earnings before interests, taxes, depreciation and amortization

EBITDA was $484.6 million in fiscal 2008, down 1.5% compared with fiscal 2007. Acquisitions account for $32.6 million of this amount.

Depreciation and amortization of property and equipment and other assets

During fiscal year 2008, the increase in depreciation expense stems primarily from investments made in fiscal 2007 and 2008 through acquisitions and the ongoing implementation of the IMPACT program in our network.

Financial expenses

During fiscal 2008, financial expenses were up $6.6 million compared with fiscal year 2007. The increase is primarily due to higher average borrowings to finance acquisitions, partially offset by a lower average interest rate.

Income taxes

The income tax rate for fiscal year 2008 is 26.5%, down from the 36.7% posted in fiscal 2007. This significant decrease is due to the reversal, in fiscal 2008, of the unusual income tax expense of $9.9 million previously recorded in fiscal 2007
following the adoption by the Government of Quebec of Bill 15 in the National Assembly of Quebec. Excluding this item for these two reference years, the income tax expense for fiscal 2008 would have been 30.3% and 33.5% in fiscal 2007. The balance
is explained by a change in the breakdown of the earnings before tax between various fiscal jurisdictions.

Net earnings

We closed fiscal 2008 with net earnings of $189.3million, which
equals $0.94 per share or $0.92 per share on a diluted basis, compared with
$196.4 million in fiscal year 2007, a decrease of $7.1 million or 3.6%.

Internal Controls

We maintain a system of internal controls over financial reporting designed to safeguard assets and ensure that financial information is reliable. We undertake ongoing evaluations of the effectiveness of internal controls over financial reporting
and implement control enhancements, when appropriate. As at April 26, 2009, and April 27, 2008, our management and our external auditors reported that these internal controls were effective.

We also maintain a system of disclosure controls and procedures designed to ensure the reliability, completeness and timeliness of the information we disclose in this MD&A and other public disclosure documents, by taking into account
materiality. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed with securities regulatory agencies is recorded and/or disclosed on a timely basis, as required by law,
and is accumulated and communicated to the Companys management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Critical Accounting Policies and Estimates

Estimates.This MD&A is based on Couche-Tard's consolidated financial statements, which have been prepared in accordance with Canadian GAAP. These principles require us to make certain estimates and assumptions that affect our financial
position and results of operations as reflected in our financial statements. On an ongoing basis, management reviews its estimates, including those relating to supplier rebates, environmental costs, income taxes, lease accounting and asset
retirement obligations based on available information. These estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. Actual results may differ from the estimates.

Inventory.Our inventory is comprised mainly of products purchased for resale including tobacco products, grocery items, beverages, packaged and fresh food products, other products and services and motor fuel. Inventories are valued at the
lesser of cost and net realizable value. Cost of merchandise - distribution centres is determined according to the first-in first-out method, the cost of merchandise - retail is valued based on the retail price less a normal margin and the cost of
motor fuel inventory is determined according to the average cost method. Inherent in the determination of margins are certain management judgments and estimates, which could affect ending inventory valuations and results of operations.

Impairment of Long-lived Assets.Property and equipment are tested for impairment should events or circumstances indicate that their book value may not be recoverable, as measured by comparing their net book value to the estimated
undiscounted future cash flows generated by their use and eventual disposal. Should the carrying amount of long-lived assets exceed their fair value, an impairment loss in the amount of the excess would be recognized. The variability of these
factors depends on a number of conditions, including uncertainty about future events. These factors could cause us to conclude that impairment indicators exist and require that impairment tests be performed, which
could result in determining that the value of certain long-lived assets is impaired, resulting in a write-down of such long-lived assets.

Alimentation Couche-Tard     16

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Goodwill, Trademarks and Licencesare evaluated for impairment annually, or more often if events or changes in circumstances indicate that the value of certain goodwill, trademarks or licences may be impaired. For the purpose of this
impairment test, management uses estimates and assumptions to establish the fair value of its reporting units and intangible assets. If these assumptions and estimates prove to be incorrect, the carrying value of our goodwill, trademarks or licenses
may be overstated. Our annual impairment test is performed in the first quarter of each fiscal year.

Environmental Matters.We provide for estimated future site remediation costs to meet government standards for known site contamination when such costs can be reasonably estimated. Estimates of the anticipated future costs for remediation
activities at such sites are based on our prior experience with remediation sites and consideration of other factors such as the condition of the site contamination, location of sites and experience with contractors that perform the environmental
assessments and remediation work.

In each of the U.S. states in which we operate, except Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a state fund to cover the cost of certain rehabilitation and removing of motor fuel tanks. These state funds provide
insurance for motor fuel facilities operations to cover the cost of cleaning up contamination to the environment caused by the usage of underground motor fuel equipment. Underground motor fuel storage tank registration fees and a motor fuel tax in
each of the states finance the trust funds. We pay the registration fees and remit the sales taxes to the states where we are a member of the trust fund. Insurance coverage is different in the various states.

Income Taxes.Future income tax assets and liabilities are recognized for the future income tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities and their respective
income tax bases. Future income tax assets or liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The calculation of current and future income taxes requires management to make estimates and assumptions and to exercise a certain amount of judgment regarding the financial statement carrying values of assets and liabilities which are
subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results and the timing of reversal of temporary differences and possible
audits of tax fillings by the regulatory authorities. Management believes it has adequately provided for income taxes based on current available information.

Changes or differences in these estimates or assumptions may result in changes to the current or future income tax balances on the consolidated balance sheets, a charge or credit to income tax expense in the consolidated statement of earnings and
may result in cash payments or receipts.

Insurance and Workers' Compensation. We use a combination of insurance, self-insured retention, and self-insurance for a number of risks including workers' compensation (in certain states), property damages, and general liability claims.
Accruals for loss incidences are made based on our claims experience and actuarial assumptions followed in the insurance industry. A material revision to our liability could result from a significant change to our claims experience or the actuarial
assumptions of our insurers. Actual losses could differ from accrued amounts. Workers' compensation is covered by government-imposed insurance in Canada and by third-party insurance in our United States operations, except in certain states where we
are self-insured. With respect to the third-party insurance in the United States, independent actuarial estimates of the aggregate liabilities for claims incurred serve as a basis for our share of workers' compensation losses.

Recently Issued Accounting Standards

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064 Goodwill and Intangible Assets, replacing Section 3062 Goodwill and Other Intangible Assets and Section 3450 Research and Development Costs. Various changes
have been made to other sections of the CICA Handbook for consistency purposes. The new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards relating to goodwill are unchanged from the standards included in the previous Section 3062. This section is in narrow convergence with IFRS International Accounting Standard (IAS) 38
Intangible Assets.

This new standard is applicable to fiscal years beginning on or after October 1, 2008. We will implement this standard in our first quarter of fiscal year 2010 but we do not believe it will have a material impact on our consolidated financial
statements.

Alimentation Couche-Tard     17

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International Financial Reporting Standards

In February 2008 the Canadian Accounting Standards Board (AcSB) announced that the use of International Financial Reporting Standards (IFRS) established by International Accounting Standards Board (IASB) will be required for publicly accountable
profit-oriented enterprises as of the 2011 year. IFRS will replace Canadas current GAAP for those enterprises. IFRS uses a conceptual framework similar to Canadian GAAP, but there are significant differences on recognition, measurement and
presentation. In the period leading up to the changeover, the AcSB is expected to continue to issue accounting standards that are converged with IFRS, thus mitigating the impact of adopting IFRS at the changeover date.

These new standards are applicable to fiscal years beginning on or after January 1, 2011. Companies will be required to provide comparative IFRS information for the previous fiscal year. Starting in the first quarter of our fiscal year 2012, we will
publish consolidated financial statements prepared in accordance with IFRS.

We have developed a plan to convert our Consolidated Financial Statements to IFRS. We have a dedicated project manager to lead the conversion to IFRS. We continue to provide training to key employees and are monitoring the impact of the transition
on ours business practices. A detailed analysis of the differences between IFRS and our accounting policies as well as an assessment of the impact of various alternatives are in progress. Changes in accounting policies are likely and could impact
our consolidated financial statements.

Business Combinations, Consolidated Financial Statements and Non-controlling Interest

In January 2009, the CICA issued Handbook Section 1582 Business Combinations, Section 1601 Consolidations, and Section 1602 Non-controlling Interests. These sections replace former Section 1581 Business
Combinations and Section 1600 Consolidated Financial Statements. Various changes have been made to other sections of the CICA Handbook for consistency purposes. Section 1582 establishes standards for the recognition, measurement,
presentation and disclosure of a business combination, and states that all assets and liabilities of an acquired business will be recorded at fair value. Obligations for contingent considerations and contingencies will also be recorded at fair value
at the acquisition date. The standard also states that direct acquisition costs will be expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date. The Section applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Earlier application is permitted.

Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in the preparation of consolidated financial statements
subsequent to a business combination. These sections are equivalent to the corresponding provisions of IFRS International Accounting Standard (IAS) 27 Consolidated and Separate Financial Statements. Section 1601 and Section
1602 apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Earlier adoption of these sections is permitted as of the beginning of a fiscal year.

All three sections must be adopted concurrently. We will apply these new sections as of the beginning of the first quarter of our 2012 fiscal year.

Business Risks

Couche-Tard is constantly looking to control and improve its operations. In this perspective, identification and management of risks are key components of such activities. We have identified and assessed key risk factors that could negatively impact
the Companys objectives and its ensuing performance.

We manage risks on an ongoing basis and implement a series of measures designed to mitigate key risks described in the above section and their financial impact.

Motor fuel.We are sensitive to the changes in the motor fuel retail price and gross margin. Factors beyond our control such as changing supply terms, motor fuel price fluctuations due, among other things, to general economic conditions, as
well as the markets limited ability to absorb motor fuel retail price fluctuations are all factors that could influence the motor fuel retail price and related gross margin. During the 52-week period ending April 26, 2009, motor fuel sales
accounted for 66.0% of our total revenue, yet the motor fuel gross margin represented only 26.0% of our overall gross profits. In fiscal 2009, a change of one cent per gallon would have resulted in a change of approximately $42.0 million in the
motor fuel gross profit, with a corresponding impact on net earnings of $0.10 per share on a diluted basis for company-operated stores. To react as promplty as possible to motor fuel retail price fluctuations, we implemented a price management
policy and entered into commercial agreements that guarantee supply consistency to a certain extent.

Alimentation Couche-Tard     18

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Electronic payment modes.We are exposed to significant fluctuations in expenses related to electronic payment modes resulting from large increases in motor fuel retail prices particularly in our U.S. markets because the majority of this
expense is based on a percentage of the retail prices of motor fuel. For example, based on fiscal 2009, for each ten-cent increase in the retail price of a gallon of motor fuel, the expense associated with electronic payment modes would have
increased by approximately $4.8 million, with a corresponding impact on net earnings of $0.02 per share on a diluted basis. Trying to mitigate the risk associated with electronic payment modes expenses, the Company joined a group of
retailers in the U.S. and Canada whose objective is to prompt legislative authorities to regulate the cost of electronic payment modes. In addition, we regularly analyze other opportunities that would allow us to mitigate the risk associated with
expenses related to electronic payment modes.

Seasonality and natural disasters.Weather conditions can have an impact on our revenues as historical purchase patterns indicate that our customers increase their transactions and also purchase higher margin items when weather conditions are
favourable. Accordingly, we keep apprised of client needs and maintain an innovative approach to marketing and promotional campaigns. We have operations in the Southeast and Westcoast regions of the United States and although these regions are
generally known for their mild weather, these regions are susceptible to severe storms including hurricanes as well as earthquakes in the Westcoast region and other natural disasters.

Economic conditions. Our revenues may be negatively influenced by changes in regional or local economic variables and consumer confidence. Changes in economic conditions could adversely affect consumer spending patterns, travel and tourism in
certain of our market areas. While it is not feasible to determine the breadth or length of recessions, we adjust our merchandising strategies to economic conditions and promote constant innovation in commercial practices while maintaining tight
control over our expenses and balance sheet.

Tobacco products.Tobacco products represent our largest product category of merchandise and service revenues. For fiscal year ended April 26, 2009, revenues of tobacco products were approximately 40.0% of total merchandise and service
revenues. Significant increases in wholesale cigarette costs and a tax increase on tobacco products, as well as current and future legislation and national and local campaigns to discourage smoking in the United States and Canada, may have an
adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits in light of the competitive landscape and consumer sensitivity to the price of such products.

In addition, we sell brands of cigarettes that are manufactured to be sold by the Company on an exclusive basis and we could be sued for health problems caused by the use of tobacco products. In fact, various health-related legal actions,
proceedings and claims arising out of the sale, distribution, manufacture, development, advertising and marketing of cigarettes have been brought against vendors of tobacco products. Any unfavourable verdict against us in an health-related suit
could adversely affect our financial condition and ability to pay interest and principal on our debts. As per accounting standards, we have not established any reserves for the payment of expenses or adverse results related to any potential
health-related litigation.

Competition.The industries and geographic areas in which we operate are highly competitive and marked by a constant change in terms of the number and type of retailers offering the products and services found in our stores. We compete with
other convenience store chains, independent convenience stores, gas station operators, large and small food retailers, local pharmacies and pharmacies chains. Over the years, we expanded our network by selecting choice locations while developing an
expertise in our market niche, namely by investing in our IMPACT program further supported by merchandising strategies tailored to our various markets. These strategies are driven by a diversified selection of proprietary brand products, loyalty
progams for clients as well as special focus on customer service in order to secure a competitive advantage. Accordingly, we keep a close eye on competitors, changes in market trends and our market share towards reacting in a timely manner and
maintaining our competitive position. We believe the choice location of our stores make it more difficult for new competitors to penetrate our market.

Environment.Our operations are subject to a variety of environmental laws and regulations, including those relating to emissions to the air, discharges into water, releases of hazardous and toxic substances and remediation of contaminated
sites. Under various federal, provincial, state and local laws and regulations, we may, as the owner or operator, be liable for the costs of removal or remediation of contamination at our current stores or our former stores, whether or not we knew
of, or were responsible for, the presence of such contamination. In this respect, we proactively seek means to limit the environmental impact of our activities and adopt sustainable processes. We regularly monitor our facilities for environmental
contamination and take reserves on our financial statements to cover potential environmental remediation and compliance costs, as we consider appropriate.

In each of the U.S. states in which we operate, except Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a state fund to cover the cost of certain rehabilitation and removing of motor fuel tanks. These state funds provide
insurance for motor fuel facilities operations to cover the cost of cleaning up contamination to the environment caused by the usage of underground motor fuel equipment. Underground motor fuel storage tank registration fees and
a motor fuel tax in each of the states finance the trust funds. We pay the registration fees and remit the sales taxes to the states where we are a member of the trust fund. Insurance coverage is different in the various states.

Alimentation Couche-Tard     19

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Acquisitions.Acquisitions have been a significant part of our growth strategy. We expect to continue to selectively seek strategic acquisitions in the future. Our ability to consummate and to integrate effectively any future acquisitions on
terms that are favourable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms for larger acquisitions, if at all.
Although we have historically performed a due diligence investigation of the businesses or assets that we acquire and anticipate continuing to do so for future acquisitions, there may be liabilities of the acquired business or assets that we fail or
are unable to uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties
from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price.

Legislative and regulatory requirements.Our business and properties are subject to governmental laws and regulations including, but not limited to, employment laws and regulations, regulations governing the sale of alcohol and tobacco,
minimum wage requirements and other laws and regulations such as applicable tax laws and regulations. Any change in the legislation or regulations described above that is adverse to our properties and us could affect our operating and financial
performance.

Interest rates.The Company is exposed to interest rate fluctuations associated with changes in the short-term interest rate. We carry a debt, $481.3 million of which bears interest at floating rates, including $100.0 million in
subordinated unsecured debt under an interest rate swap agreement. By applying interest rates as they were in effect on April 26, 2009 to our current debt, our total interest expense would be approximately $28.8 million. A one-percentage point
increase in interest rates would increase our total annual interest expense by $4.8 million or $0.02 per share on a diluted basis. We do not currently use derivative instruments to mitigate this risk. However, we regularly analyze our
interest rate exposure. Various scenarios are simulated, including refinancing, the renewal of existing positions, alternative loans and hedges as well as our ability to deal with interest rate fluctuations.

Liquidity.Liquidity risk is the risk that we will encounter difficulties in meeting our obligations associated with financial liabilities and lease commitments. We are exposed to this risk mainly through our long-term debt, accounts payable
and accrued expenses and our lease agreements. Our liquidities are provided mainly by cash flows from operating activities, borrowings available under our revolving credit facilities as well as potential sale and leaseback transactions.

On an ongoing basis, we monitor rolling forecasts of our liquidity reserve on the basis of expected cash flows taking into account operating needs, tax situation and capital requirements and ensure that we have sufficient flexibility under our
available liquidity resources to meet our obligations. As at April 26, 2009, $1.0 billion are available under our credit facilities of which $600.0 million were unused. These credit facilities will mature only in September 2012.

Lawsuits. In the ordinary course of business, Couche-Tard is a defendant in a number of legal proceedings, suits, and claims common to companies engaged in retail business. We mitigate this risk through available insurance coverage, among
others. We regularly monitor lawsuits and create reserves, as needed, in our financial results to cover potential estimated cost.

Insurance. We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried in our industry for similar properties. Some types of losses, such
as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or not economically practical. To cover the potential cost of this risk, we provide reserves, as needed, in our
financial statements for the portion of losses that is uninsured or whose deductible is very high.

Acts of war or terrorism.Acts of war and terrorism could impact general economic conditions and the supply and price of crude oil. Such events could impact our revenues, operating results and financial situation.

Exchange rate.Most of our consolidated revenues and expenses are received or denominated in the functional currency of the markets in which we do business. Accordingly, our sensitivity to variations in foreign exchange rates is economically
limited.

We are also exposed to foreign currency risk with respect to a portion of our long-term debt denominated in US dollars. As at April 26, 2009, everything else being equal, a hypothetical strengthening (weakening) of 5.0% of the US dollar against the
Canadian dollar would have had a favourable (unfavourable) net impact of $25.2 million on Other comprehensive income.

Alimentation Couche-Tard     20

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Outlook

In the course of the fiscal year 2010, we expect to pursue our investments with caution in order to, amongst other things, deploy our IMPACT program. We believe we may be able to realize acquisitions by seizing opportunities arising from the
economic climate and from the attractive access to our credit facilities. In view of current accessibility conditions to capital market and debt, we believe to be in good position to create value. However, we will continue to exercise patience in
order to benefit from a fair price in view of current market conditions. We also intend to keep an ongoing focus on supply terms and operating expenses.

Finally, in line with our business model, we intend to continue to focus our resources on the sale of fresh products and on innovation, including the introduction of new products and services, in order to satisfy the needs of our large clientele.

July 14, 2009









Alimentation Couche-Tard     21

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Alimentation Couche-Tard Inc. Consolidated Financial
Statements April 26, 2009, April 27, 2008 and April 29, 2007





Managements Report
    2Managements Report on Internal Control over Financial
          Reporting
    2Independent Auditors Report
    3Consolidated Financial StatementsConsolidated
      Statements of Earnings
    5Consolidated
      Statements of Changes in Shareholders
                 Equity
    6Consolidated
      Statements of Cash Flows
    7Consolidated Balance Sheets
    8Notes to
      Consolidated Financial Statements
    9




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MANAGEMENTS REPORT

The consolidated financial statements of Alimentation
Couche-Tard Inc. and the financial information contained in this Annual Report
are the responsibility of management. This responsibility is applied through a
judicious choice of accounting procedures and principles, the application of
which requires the informed judgment of management. The consolidated financial
statements were prepared according to generally accepted accounting principles
in Canada and were approved by the Board of Directors. In addition, the
financial information included in the Annual Report is consistent with the
consolidated financial statements.

Alimentation Couche-Tard Inc. maintains accounting and
administrative control systems which, in the opinion of management, ensure
reasonable accuracy, relevance and reliability of financial information and
well-ordered, efficient management of the Companys affairs.

The Board of Directors is responsible for approving the
consolidated financial statements included in this Annual Report, primarily
through its Audit Committee. This Committee, which holds periodic meetings with
members of management as well as with the external auditors, reviewed the
consolidated financial statements of Alimentation Couche-Tard Inc. and
recommended their approval to the Board of Directors.

The consolidated financial statements for the year ended April
26, 2009 were audited by PricewaterhouseCoopers LLP, our independent auditor,
and their report indicates the extent of their audit and their opinion on the
consolidated financial statements. The consolidated financial statements for the
year ended April 27, 2008 were audited by Raymond Chabot Grant Thornton LLP.

July 14, 2009

|Alain
      Bouchard  | Raymond
      Paré   
|----------------------- | -----------------------
|Alain Bouchard          | Raymond Paré           
|President and           | Vice-President and     
|Chief Executive Officer | Chief Financial Officer

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
inRule 13a-15(f) under the Securities Exchange Act of 1934(United States) and Canadian securities regulations, for Alimentation
Couche-Tard Inc. With our participation management carried out an evaluation of
the effectiveness of our internal control over financial reporting, as of the
end of our fiscal year ended April 26, 2009. The framework on which such
evaluation was based is contained in the report entitled Internal Control -
Integrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls,
testing of the operating effectiveness of controls and a conclusion on this
evaluation. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. Based on
this evaluation, management concluded that Alimentation Couche-Tard Inc.s
internal control over financial reporting was effective as at April 26, 2009.

PricewaterhouseCoopers LLP, our independent auditors, audited
Alimentation Couche-Tard Inc.'s internal control over financial reporting as at
April 26, 2009 and have issued their unqualified opinion thereon, which is
included herein.

July 14, 2009

|Alain
      Bouchard  | Raymond
      Paré   
|----------------------- | -----------------------
|Alain Bouchard          | Raymond Paré           
|President and           | Vice-President and     
|Chief Executive Officer | Chief Financial Officer

Alimentation Couche-Tard Inc. / 2

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INDEPENDENT AUDITORS REPORT

To the Shareholders of Alimentation Couche-Tard Inc.

July 14, 2009

We have completed an integrated audit of Alimentation
Couche-Tard Inc. consolidated financial statements for the year ended April 26,
2009 and of its internal control over financial reporting as at April 26, 2009.
Our opinions, based on our audit, are presented below.

Consolidated Financial statements

We have audited the accompanying consolidated balance sheet of
Alimentation Couche-Tard Inc. as at April 26, 2009 and the related consolidated
statement of earnings, changes in shareholders equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit of the Companys consolidated financial
statements in accordance with Canadian generally accepted auditing standards and
the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform an audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. A financial statement audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of the Company as at April 26, 2009 and the results of its operations
and its cash flows for the year then ended in accordance with Canadian generally
accepted accounting principles.

The consolidated balance sheet as at April 27, 2008 and the
consolidated statements of earnings, comprehensive income, changes in
shareholders equity and cash flows for the years ended April 27, 2008 and April
29, 2007 were audited by other auditors who expressed an opinion without
reservation on those statements in their report dated June 13, 2008.

Internal control over financial reporting

We have also audited the Companys internal control over
financial reporting as at April 26, 2009, based on criteria established in
Internal Control  Integrated Frameworkissued by the Committee of
Sponsoring Organisations of the Treadway Commission (COSO). The Companys
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of the internal
control over financial reporting, included in the accompanying Managements
report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the effectiveness of the Companys internal control over
financial reporting based on our audit.

We conducted our audit of the internal control over financial
reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.

The Companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The
Companys internal control over financial reporting includes those policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted auditing principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a
material effect on the financial statements.

Alimentation Couche-Tard Inc. / 3

---

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as at April 26,
2009 based on the criteria established in Internal Control  Integrated
Framework issued by COSO.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP1Chartered
Accountants



____________________________________________1
Chartered accountant auditor permit No. 19653

Alimentation Couche-Tard Inc. / 4

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|CONSOLIDATED STATEMENTS OF EARNINGS                                        
|---------------------------------------------------------------------------
|For the years ended April 26, 2009, April 27, 2008 and
      April 29, 2007
|(in millions of US dollars (Note 2), except per share
      amounts)       



|                                                                                                                                            |  | 2009     |  |  | 2008     |  |  | 2007     | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  |  | -------- |  |  | -------- | 
|                                                                                                                                            |  | **$**    |  |  | $        |  |  | $        | 
|Revenues                                                                                                                                    |  | 15,781.1 |  |  | 15,370.0 |  |  | 12,087.4 | 
|Cost of sales
      (excluding depreciation and amortization of property and   
      equipment and other assets as shown separately below) |  | 13,344.5 |  |  | 13,146.5 |  |  | 10,082.9 | 
|Gross profit                                                                                                                                |  | 2,436.6  |  |  | 2,223.5  |  |  | 2,004.5  | 
|Operating, selling, administrative and general expenses (note 6)                                                                            |  | 1,848.8  |  |  | 1,738.9  |  |  | 1,512.4  | 
|Depreciation and amortization of property and equipment
      and other assets    (Note 6)                                                  |  | 183.0    |  |  | 172.5    |  |  | 133.8    | 
|                                                                                                                                            |  | 2,031.8  |  |  | 1,911.4  |  |  | 1,646.2  | 
|Operating income                                                                                                                            |  | 404.8    |  |  | 312.1    |  |  | 358.3    | 
|Financial expenses
      (Note 6)                                                                                                           |  | 36.2     |  |  | 54.6     |  |  | 48.0     | 
|Earnings before income taxes                                                                                                                |  | 368.6    |  |  | 257.5    |  |  | 310.3    | 
|Income taxes (Note
      7)                                                                                                                 |  | 114.7    |  |  | 68.2     |  |  | 113.9    | 
|Net earnings                                                                                                                                |  | 253.9    |  |  | 189.3    |  |  | 196.4    | 
|Net earnings per share (Note 8)                                                                                                             |  |          |  |  |          |  |  |          | 
|Basic                                                                                                                                       |  | 1.31     |  |  | 0.94     |  |  | 0.97     | 
|Diluted                                                                                                                                     |  | 1.29     |  |  | 0.92     |  |  | 0.94     | 

The accompanying notes are an integral part of the consolidated
financial statements.

Alimentation Couche-Tard Inc. / 5

---



|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
      EQUITY           
|---------------------------------------------------------------------------
|For the years ended April 26, 2009, April 27, 2008 and
      April 29, 2007
|(in millions of US dollars (Note 2))                                       



2009AccumulatedotherCapital
    
    
    Contributed
    
    
    Retained
    
    
    comprehensive
    
    
    Shareholdersstock
    
    
    surplus
    
    
    earnings
    
    
    income
    
    
    equity**$**
    
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**Balance, beginning of year
    
    348.8
    
    
    15.6
    
    
    775.0
    
    
    114.3
    
    
    1,253.7Comprehensive income:Net earnings
    
    
    
    
    
    
    
    253.9
    
    
    
    
    
    253.9Change in cumulative translation
      adjustments(1)
    
    
    
    
    
    
    
    
    
    
    (67.7
    )
    
    (67.7
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    186.2Dividends
    
    
    
    
    
    
    
    (24.1
    )
    
    
    
    
    (24.1
    )Stock-based compensation expense (note 19)
    
    
    
    
    2.7
    
    
    
    
    
    
    
    
    2.7Fair value of stock options exercised
    
    0.6
    
    
    (0.6
    )
    
    
    
    
    
    
    
    -Cash received upon exercise of stock
      options
    
    1.8
    
    
    
    
    
    
    
    
    
    
    
    1.8Repurchase and cancellation of shares
    
    (22.1
    )
    
    
    
    
    
    
    
    
    
    
    (22.1
    )Excess of acquisition cost over book value of Class A
         multiple voting shares and Class B subordinate
         voting shares repurchased and cancelled
    
    
    
    
    
    
    
    (72.2
    )
    
    
    
    
    (72.2
    )Balance, end of
      year
    
    329.1
    
    
    17.7
    
    
    932.6
    
    
    46.6
    
    
    1,326.0


(1)Includes a loss of $89.6
arising from the translation of US dollar denominated long-term debt designated
as a foreign exchange hedge of the Companys net investment in its U.S.
self-sustaining operations (net of income taxes of $40.5).

2008AccumulatedotherCapital
    
    
    Contributed
    
    
    Retained
    
    
    comprehensive
    
    
    Shareholdersstock
    
    
    surplus
    
    
    earnings
    
    
    income
    
    
    equity$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance, beginning of year
    
    352.3
    
    
    13.4
    
    
    681.9
    
    
    97.8
    
    
    1,145.4Impact of changes
      in accounting policies
    
    
    
    
    
    
    
    0.9
    
    
    0.4
    
    
    1.3Balance, beginning of year, as restated
    
    352.3
    
    
    13.4
    
    
    682.8
    
    
    98.2
    
    
    1,146.7Comprehensive income :Net earnings
    
    
    
    
    
    
    
    189.3
    
    
    
    
    
    189.3Change in cumulative translation
      adjustments(1)
    
    
    
    
    
    
    
    
    
    
    16.1
    
    
    16.1Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    205.4Dividends
    
    
    
    
    
    
    
    (25.6
    )
    
    
    
    
    (25.6
    )Stock-based compensation expense (note 19)
    
    
    
    
    4.0
    
    
    
    
    
    
    
    
    4.0Fair value of stock options exercised
    
    1.8
    
    
    (1.8
    )
    
    
    
    
    
    
    
    -Cash received upon exercise of stock
      options
    
    4.7
    
    
    
    
    
    
    
    
    
    
    
    4.7Repurchase and cancellation of shares
    
    (10.0
    )
    
    
    
    
    
    
    
    
    
    
    (10.0
    )Excess of acquisition cost over book value of class A
         multiple voting shares and class B subordinate voting
         shares repurchased and cancelled
    
    
    
    
    
    
    
    (71.5
    )
    
    
    
    
    (71.5
    )Balance, end of
      year
    
    348.8
    
    
    15.6
    
    
    775.0
    
    
    114.3
    
    
    1,253.7


(1)Includes a gain of $61.6
arising from the translation of US dollar denominated long-term debt designated
as a foreign exchange hedge of the Companys net investment in its U.S.
self-sustaining operations (net of income taxes of $22.2).

The accompanying notes are an integral part of the consolidated
financial statements.

Alimentation Couche-Tard Inc. / 6

---



|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
      EQUITY (continued)
|----------------------------------------------------------------------------
|For the years ended April 26, 2009, April 27, 2008 and
      April 29, 2007 
|(in millions of US dollars (Note 2))                                        



2007AccumulatedotherCapital
    
    
    Contributed
    
    
    Retained
    
    
    comprehensive
    
    
    Shareholdersstock
    
    
    surplus
    
    
    earnings
    
    
    income
    
    
    equity$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance, beginning of year
    
    351.0
    
    
    9.4
    
    
    505.0
    
    
    100.6
    
    
    966.0Comprehensive income:Net
      earnings
    
    
    
    
    
    
    
    196.4
    
    
    
    
    
    196.4Change in
      cumulative translation adjustments(1)
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    (2.8
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    193.6Dividends
    
    
    
    
    
    
    
    (19.5
    )
    
    
    
    
    (19.5
    )Stock-based compensation
      expense (note 19)
    
    
    
    
    4.2
    
    
    
    
    
    
    
    
    4.2Fair value of stock options exercised
    
    0.2
    
    
    (0.2
    )
    
    
    
    
    
    
    
    -Cash received upon exercise of stock options
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    1.1Balance, end of year
    
    352.3
    
    
    13.4
    
    
    681.9
    
    
    97.8
    
    
    1,145.4


(1)Includes a gain of $4.8
arising from the translation of US dollar denominated long-term debt designated
as a foreign exchange hedge of the Companys net investment in its U.S.
self-sustaining operations (net of income taxes of $2.8) .

|CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
|---------------------------------------------------------------------------
|For the years ended April 26, 2009, April 27, 2008 and
      April 29, 2007
|(in millions of US dollars (Note 2))                                       



|                                                                                                                                        |  | 2009   |   |  | 2008   |   |  | 2007   |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | - |  | ------ | - |  | ------ | -
|                                                                                                                                        |  | **$**  |   |  | $      |   |  | $      |  
|Operating activities                                                                                                                    |  |        |   |  |        |   |  |        |  
|Net earnings                                                                                                                            |  | 253.9  |   |  | 189.3  |   |  | 196.4  |  
|Adjustments to reconcile net earnings to net cash provided
      by operating    activities                                             |  |        |   |  |        |   |  |        |  
|Depreciation and amortization of property and equipment and other
                assets, net of
      amortization of deferred credits |  | 161.4  |   |  | 151.8  |   |  | 114.4  |  
|Future income taxes                                                                                                                     |  | 32.0   |   |  | 19.0   |   |  | 21.7   |  
|Loss (gain) on
      disposal of property and equipment and other assets                                                                |  | 2.8    |   |  | (0.9   | ) |  | (3.8   | )
|Deferred credits                                                                                                                        |  | 9.4    |   |  | 13.3   |   |  | 30.5   |  
|Other                                                                                                                                   |  | 13.3   |   |  | 24.2   |   |  | 13.1   |  
|Changes in non-cash working capital (Note 9)                                                                                            |  | 30.0   |   |  | (36.9  | ) |  | 30.7   |  
|Net cash provided by operating activities                                                                                               |  | 502.8  |   |  | 359.8  |   |  | 403.0  |  
|Investing activities                                                                                                                    |  |        |   |  |        |   |  |        |  
|Purchases of property and equipment                                                                                                     |  | (238.2 | ) |  | (280.3 | ) |  | (373.4 | )
|Business acquisitions (Note 5)                                                                                                          |  | (80.8  | ) |  | (70.7  | ) |  | (605.6 | )
|Proceeds from sale and leaseback
      transactions                                                                                     |  | 19.8   |   |  | 172.4  |   |  | 35.5   |  
|Proceeds from disposal of property and equipment and other
      assets                                                                 |  | 15.8   |   |  | 21.0   |   |  | 17.8   |  
|Increase in other assets                                                                                                                |  | (13.2  | ) |  | (3.3   | ) |  | (15.6  | )
|Deposit reimbursement on business acquisition                                                                                           |  | -      |   |  | 0.5    |   |  | -      |  
|Temporary investments                                                                                                                   |  | -      |   |  | -      |   |  | 21.1   |  
|Net cash used
      in investing activities                                                                                             |  | (296.6 | ) |  | (160.4 | ) |  | (920.2 | )
|Financing activities                                                                                                                    |  |        |   |  |        |   |  |        |  
|Net (decrease) increase in long-term debt                                                                                               |  | (116.5 | ) |  | (14.3  | ) |  | 513.0  |  
|Repurchase of Class A multiple voting
      shares and Class B subordinate    voting shares                                             |  | (99.5  | ) |  | (101.3 | ) |  | -      |  
|Cash dividends paid                                                                                                                     |  | (24.1  | ) |  | (25.6  | ) |  | (19.5  | )
|Interest rate swap early termination fees
      received (note 22)                                                                      |  | 9.4    |   |  | -      |   |  | -      |  
|Issuance of shares                                                                                                                      |  | 1.8    |   |  | 4.7    |   |  | 1.1    |  
|Repayment of long-term debt                                                                                                             |  | -      |   |  | -      |   |  | (167.2 | )
|Net cash (used
      in) provided by financing activities                                                                               |  | (228.9 | ) |  | (136.5 | ) |  | 327.4  |  
|Effect of exchange rate fluctuations on cash and cash
      equivalents                                                                 |  | (20.0  | ) |  | 11.4   |   |  | -      |  
|Net (decrease) increase in cash and cash equivalents                                                                                    |  | (42.7  | ) |  | 74.3   |   |  | (189.8 | )
|Cash and cash equivalents, beginning of year                                                                                            |  | 216.0  |   |  | 141.7  |   |  | 331.5  |  
|Cash and cash
      equivalents, end of year                                                                                            |  | 173.3  |   |  | 216.0  |   |  | 141.7  |  

The accompanying notes are an integral part of the consolidated
financial statements.

Alimentation Couche-Tard Inc. / 7

---



|CONSOLIDATED BALANCE SHEETS            
|---------------------------------------
|as at April 26, 2009 and April 27, 2008
|(in millions of US dollars (Note 2))   



|                                                         |  | 2009    |  |  | 2008    | 
|-------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                         |  | **$**   |  |  | $       | 
|Assets                                                   |  |         |  |  |         | 
|Current assets                                           |  |         |  |  |         | 
|Cash and cash equivalents                                |  | 173.3   |  |  | 216.0   | 
|Accounts receivable (Note 10)                            |  | 225.4   |  |  | 251.7   | 
|Inventories (Note 11)                                    |  | 400.3   |  |  | 444.5   | 
|Prepaid expenses                                         |  | 8.5     |  |  | 8.3     | 
|Future income taxes (Note 7)                             |  | 37.0    |  |  | 24.7    | 
|                                                         |  | 844.5   |  |  | 945.2   | 
|Property and equipment (Note 12)                         |  | 1,789.4 |  |  | 1,748.3 | 
|Goodwill (Note 13)                                       |  | 384.8   |  |  | 402.6   | 
|Trademarks and licenses                                  |  | 172.0   |  |  | 170.3   | 
|Other assets (Note 14)                                   |  | 60.7    |  |  | 53.3    | 
|Future income
      taxes (Note 7)                       |  | 4.5     |  |  | 0.9     | 
|                                                         |  | 3,255.9 |  |  | 3,320.6 | 
|Liabilities                                              |  |         |  |  |         | 
|Current liabilities                                      |  |         |  |  |         | 
|Accounts payable and accrued liabilities (Note
      15) |  | 758.1   |  |  | 842.7   | 
|Income taxes payable (Note 7)                            |  | 26.3    |  |  | 18.6    | 
|Current portion of long-term debt (Note 16)              |  | 3.9     |  |  | 1.2     | 
|Future income taxes (Note 7)                             |  | 0.7     |  |  | -       | 
|                                                         |  | 789.0   |  |  | 862.5   | 
|Long-term debt (Note 16)                                 |  | 745.3   |  |  | 841.0   | 
|Deferred credits and other liabilities (Note 17)         |  | 259.0   |  |  | 253.8   | 
|Future income taxes (Note 7)                             |  | 136.6   |  |  | 109.6   | 
|                                                         |  | 1,929.9 |  |  | 2,066.9 | 
|Shareholders equity                                     |  |         |  |  |         | 
|Capital stock (Note 18)                                  |  | 329.1   |  |  | 348.8   | 
|Contributed surplus                                      |  | 17.7    |  |  | 15.6    | 
|Retained earnings                                        |  | 932.6   |  |  | 775.0   | 
|Accumulated other comprehensive income                   |  | 46.6    |  |  | 114.3   | 
|                                                         |  | 1,326.0 |  |  | 1,253.7 | 
|                                                         |  | 3,255.9 |  |  | 3,320.6 | 

The accompanying notes are an integral part of the consolidated
financial statements.

On behalf of the Board,

|Alain
      Bouchard | Richard
      Fortin
|---------------------- | ----------------------
|Alain Bouchard         | Richard Fortin        
|Director               | Director              

Alimentation Couche-Tard Inc. / 8

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

1. Governing statutes and nature of operations

Alimentation Couche-Tard Inc. (the Company) is incorporated
under the Companies Act (Quebec).

The Company owns and licenses 5,443 convenience stores across
North America of which 4,395 are Company-operated and generates income primarily
from the sales of tobacco products, grocery items, beverages, fresh food
offerings, including quick service restaurants, other products and services and
motor fuel.

2. Basis of presentation

Year-end date

The Companys year-end is the last Sunday of April of each
year. The years ended April 26, 2009, April 27, 2008 and April 29, 2007 are
referred to as 2009, 2008 and 2007.

Basis of presentation

The consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles (Canadian
GAAP).

Reporting currency

The Company uses the US dollar as its reporting currency to
provide more relevant information considering its predominant operations in the
United States and its US dollar-denominated debt.

3. Accounting changes

Inventories

On April 28, 2008, the Company adopted the Canadian Institute
of Chartered Accountants (CICA) Handbook Section 3031, Inventories, which
replaces Section 3030 of the same name. The new section provides guidance on the
basis and method of measurement of inventories and allows for reversal of
previous write downs if an increase in value of these inventories occurs. The
Section also establishes new standards on disclosure of accounting policies
used, carrying amounts, amounts recognized as an expense, write downs and the
amount of any reversal of any write downs. The adoption of this new Section had
no impact on the Companys consolidated financial results.

Credit risk and the fair value of financial assets and
financial liabilities

On January 20, 2009, the Company adopted retrospectively and
without restatement of prior periods the recommendations of the Emerging Issues
Committee (EIC) of the CICA relating to Abstract 173 (EIC-173), Credit Risk and
the Fair Value of Financial Assets and Financial Liabilities. These
recommendations provide guidance in determining the fair value of financial
assets and financial liabilities, including derivative instruments. EIC-173
stipulates that an entitys own credit risk and the credit risk of the
counterparty should be taken into consideration in determining the fair value of
these items. The adoption of these new recommendations had no material impact on
the Companys consolidated financial results.

4. Accounting policies

Use of estimates

The preparation of consolidated financial statements in
accordance with Canadian GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. On an ongoing basis, management reviews its
estimates, including those relating to supplier rebates, environmental costs,
income taxes, lease accounting, purchase price allocation and asset retirement
obligations, based on available information. These estimates are based on
managements best knowledge of current events and actions that the Company may
undertake in the future. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the accounts of
the Company and its subsidiaries, all of which are wholly owned. All
intercompany balances and transactions have been eliminated in consolidation.

Foreign currency translation

The non-consolidated financial statements of the Company and
its subsidiaries are prepared based on their respective functional currencies,
which is the US dollar for US operations and the Canadian dollar for Canadian
operations and corporate activities.

As the Company uses the US dollar as its reporting currency, in
the Companys consolidated financial statements, the Canadian and corporate
operations are translated into US dollars using the current rate method. Under
this method, assets and liabilities are translated using the exchange rate in
effect at the balance sheet date. Revenues and expenses are translated at the
average rate in effect during the year. Capital stock, Contributed surplus and
Retained earnings are translated using the historical rate. Gains and losses
arising from translation are included in the Accumulated other comprehensive
income account in Shareholders' equity.

Alimentation Couche-Tard Inc. / 9

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

4. Accounting policies (continued)

Net earnings per share

Basic net earnings per share is calculated by dividing the net
earnings available to Class A and Class B shareholders by the weighted average
number of Class A and Class B shares outstanding during the year. Diluted net
earnings per share is calculated using the treasury stock method and takes into
account the dilutive effect of stock options.

Revenue recognition

For its two major product categories, merchandise and motor
fuel, the Company recognizes revenue at the point of sale. Merchandise sales are
primarily comprised of the sale of tobacco products, grocery items, candy and
snacks, beverages, beer, wine, fresh food offerings, including quick service
restaurants, and services.

Service revenues include the commission on sale of lottery
tickets and issuance of money orders, fees from automatic teller machines, sales
of calling cards and gift cards, fees for cashing cheques, sales of postage
stamps and bus tickets and car wash revenues. These revenues are recognized at
the time of the transaction. Service revenues also include franchise and license
fees, which are recognized in revenues over the period of the agreement to which
the fees relate and royalties from franchisees and licensees, which are
recognized periodically based on sales reported by franchise and licence
operators.

Cost of sales and vendor rebates

Cost of sales is mainly comprised of the cost of merchandise
and motor fuel sold including applicable freight less vendor rebates.

The Company records cash received from vendors related to
vendor rebates as a reduction in the price of the vendors products and reflects
them as a reduction of costs of sales and related inventory in its consolidated
statements of earnings and balance sheets when it is probable that they will be
received. Amounts received but not yet earned are presented in deferred credits.

Operating, selling, administrative and general expenses

The main items comprising Operating, selling, administrative
and general expenses are labour, building occupancy costs, credit and debit card
fees and overhead and include advertising expenses that are charged as incurred
in the amount of $31.1 in 2009 and $28.2 in 2008 and 2007.

Self-insurance

In the United States, the Company is self-insured for certain
losses related to general liability and workers compensation. The expected
ultimate cost for claims incurred as of the balance sheet date is not discounted
and is recognized as a liability. This cost is estimated based upon analysis of
the Companys historical data or actuarial estimates.

Cash and cash equivalents

Cash includes cash and demand deposits. Cash equivalents
include highly liquid investments that can be readily converted into cash for a
fixed amount and that mature less than three months from the date of
acquisition.

Inventories

Inventories are valued at the lesser of cost and net realizable
value. Cost of merchandise - distribution centres is determined according to the
first-in first-out method, the cost of merchandise - retail is valued based on
the retail price less a normal margin and the cost of motor fuel inventory is
determined according to the average cost method.

Income taxes

The Company uses the asset and liability method to account for
income taxes. Under this method, future income tax assets and liabilities are
determined based on differences between the carrying amounts and tax bases of
assets and liabilities using enacted or substantively enacted tax rates and
laws, as appropriate, at the date of the consolidated financial statements for
the years in which the temporary differences are expected to reverse. A
valuation allowance is recognized to the extent that it is more likely than not
that all of the future income tax assets will not be realized.

Property and equipment, depreciation and amortization and
impairment

Property and equipment are stated at cost less accumulated
depreciation and are depreciated over their estimated useful lives using the
straight-line method based on the following periods:

|Buildings and building components | 3 to 40 years
|--------------------------------- | -------------
|Equipment                         | 3 to 40 years
|Buildings under capital leases    | Lease term   
|Equipment under capital leases    | Lease term   

Building components include air conditioning and heating
systems, plumbing and electrical fixtures. Equipment includes signage, fuel
equipment and in-store equipment.

Leasehold improvements and property and equipment on leased
properties are amortized and depreciated over the lesser of their useful lives
and the term of the lease.

Property and equipment are tested for impairment should events
or circumstances indicate that their book value may not be recoverable, as
measured by comparing their net book value to the estimated undiscounted future
cash flows generated by their use and eventual disposal. Should the carrying
amount of long-lived assets exceed their fair value, an impairment loss in the
amount of the excess would be recognized.

Alimentation Couche-Tard Inc. / 10

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

4. Accounting policies (continued)

Goodwill

Goodwill is the excess of the cost of an acquired business over
the fair value of underlying net assets acquired from the business at the time
of acquisition. Goodwill is not amortized. Rather it is tested for impairment
annually during the first quarter, or more frequently should events or changes
in circumstances indicate that it might be impaired. Should the carrying amount
of a reporting units goodwill exceed its fair value, an impairment loss would
be recognized.

Trademarks and licenses

Trademarks and licenses have indefinite lives, are recorded at
cost, are not amortized and are tested for impairment annually during the first
quarter, or more frequently should events or changes in circumstances indicate
that it might be impaired.

Deferred charges

Deferred charges are mainly expenses incurred in connection
with the analysis and signing of the Companys revolving unsecured operating
credits amortized using the straight-line method over the period of the
corresponding contract. Deferred charges also include expenses incurred in
connection with the analysis and signing of operating leases which are deferred
and amortized on a straight-line basis over the lease term. Other deferred
charges are amortized on a straight-line basis over periods of five to seven
years.

Rent expense

The Company accounts for capital leases in instances when it
has acquired substantially all the benefits and risks incident to ownership of
the leased property. The cost of assets under capital leases represents the
present value of minimum lease payments and is amortized on a straight-line
basis over the lease term. Assets under capital leases are presented under
Property and equipment in the consolidated balance sheet.

Leases that do not transfer substantially all the benefits and
risks incident to ownership of the property are accounted for as operating
leases. When a lease contains a predetermined fixed escalation of the minimum
rent, the Company recognizes the related rent expense on a straight-line basis
over the term of the lease and, consequently, records the difference between the
recognized rental expense and the amounts payable under the lease as deferred
rent expense. The Company also receives tenant allowances, which are amortized
on a straight-line basis over the term of the lease or useful life of the asset,
whichever is shorter.

Gains resulting from sale and leaseback transactions are
deferred and amortized over the term of the new lease agreement while losses are
recorded in the consolidated statements of earnings at the transaction date.

Financing costs

Financing costs related to the Subordinated unsecured debt are
amortized using the effective interest rate method and are presented in
reduction of the long-term debt on the balance sheet.

Stock-based compensation and other stock-based payments

Stock-based compensation costs are measured at the grant date
of the award based on the fair value method for all transactions entered into
for years beginning on or after January 1, 2002. The fair value of stock options
is recognized over the vesting period as compensation expense with a
corresponding increase in contributed surplus. When stock options are exercised,
the corresponding contributed surplus is transferred to capital stock.

Employee future benefits

The Company accrues its obligations under employee pension
plans and the related costs, net of plan assets. The Company has adopted the
following accounting policies with respect to the defined benefit plans:

|● | the accrued benefit obligations and the cost of pension
      benefits earned by active employees are actuarially determined using the
      projected benefit method prorated on service and pension expense is
      recorded in income as the services are rendered by active employees. The
      calculations reflect managements best estimate of expected plan
      investment performance, salary escalation and retirement ages of
      employees;                                                                                                                                                                                                                                              
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | for the purpose of calculating the expected return on
      plan assets, those assets are valued at fair value;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | actuarial gains (losses) arise from the difference
      between actual long-term rate of return on plan assets for a period and
      the expected long-term rate of return on plan assets for that period or
      from changes in actuarial assumptions used to determine the accrued
      benefit obligation. The excess of the net actuarial gain (loss) over 10%
      of the greater of the benefit obligation and fair value of plan assets,
      established at the beginning of the year, is amortized over the average
      remaining service period of active employees. The average remaining
      service period of the active employees covered by the pension plans is
      nine years;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | on May 1, 2000, the Company adopted the new accounting
      standard on employee future benefits using the prospective application
      method. The Company is amortizing the transitional asset on a
      straight-line basis over 11 years, which was the average remaining service
      period of employees expected to receive benefits under the benefit plan as
      of May 1, 2000;                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|● | past service costs are amortized on a straight-line basis
      over the average remaining service period of active employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

The pension costs recorded in net earnings for the defined
contribution plan is equivalent to the contribution which the Company is
required to pay in exchange for services provided by the employees.

Alimentation Couche-Tard Inc. / 11

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

4. Accounting policies (continued)

Environmental costs

The Company provides for estimated future site remediation
costs to meet government standards for known site contaminations when such costs
can be reasonably estimated. Estimates of the anticipated future costs for
remediation activities at such sites are based on the Companys prior experience
with remediation sites and consideration of other factors such as the condition
of the site contamination, location of sites and experience with contractors
that perform the environmental assessments and remediation work.

Asset retirement obligations

Asset retirement obligations relate to estimated future costs
to remove underground motor fuel storage tanks and are based on the Companys
prior experience in removing these tanks, estimated tank useful life, lease
terms for those tanks installed on leased properties, external estimates and
governmental regulatory requirements. A discounted liability is recorded for the
fair value of an asset retirement obligation with a corresponding increase to
the carrying value of the related long-lived asset at the time an underground
storage tank is installed. To determine the initial recorded liability, the
future estimated cash flows have been discounted at rates of 9.0% and 10.0%,
representing the Companys credit-adjusted risk-free rates at the time the costs
have been estimated and revised. The amount added to property and equipment is
amortized and an accretion expense is recognized in connection with the
discounted liability over the remaining life of the tank or lease term for
leased properties.

Financial instruments recognition and measurement

Following the application of 3855, the Company made the
following classifications:

|Financial assets and liabilities               | Classification              | Subsequent measurement (1) | Classification of gains and losses
|---------------------------------------------- | --------------------------- | -------------------------- | ----------------------------------
|Cash and cash equivalents                      | Held for trading            | Fair value                 | Net earnings                      
|Accounts receivable                            | Loans and receivables       | Amortized cost             | Net earnings                      
|Investments in publicly-traded securities      | Available for sale          | Fair value                 | Other comprehensive income        
|Bank indebtedness and long-term debt           | Other financial liabilities | Amortized cost             | Net earnings                      
|Accounts payable and accrued
         expenses | Other financial liabilities | Amortized cost             | Net earnings                      

(1) Initial measurement of
all financial assets and liabilities is at fair value.

Hedging and derivative financial instruments

The Company uses derivative financial instruments by way of
interest rate swaps to manage current and forecasted risks related to interest
rate fluctuations associated with the Company's Subordinated unsecured debt. The
Company does not use freestanding derivative financial instruments for trading
or speculative purposes.

The Company formally documents and designates each derivative
financial instrument as a fair value hedge of its Subordinated unsecured debt.
The Company determines that derivative financial instruments are effective
hedges, at the time of the establishment of the hedge and for the duration of
the instrument, since the date to maturity, the reference amount and interest
rate of the instruments correspond to all the conditions of the debt.

The Company uses an interest rate swap as part of its program
for managing the combination of fixed and variable interest rates of a portion
of its debt and the corresponding aggregate cost of borrowing. Interest rate
swaps involve an exchange of interest payments without an exchange of principal
underlying the interest payments. The corresponding amount to be paid to
counterparties or to be received from counterparties is accounted for as an
adjustment of accrued interest.

In the case of an early termination of the interest swap
agreement or if the hedge ceases to be effective prior to maturity, any realized
and unrealized gains or losses would be recorded on the balance sheet and
amortized to consolidated statement of earnings over the remaining term of the
related hedged debt. In the event of early extinguishment of the debt, any
realized or unrealized gains or losses related to the swap would be recognized
in the consolidated statement of earnings at the time of the extinguishment of
the debt.

The changes in fair value of the swap and the debt are
recognized in net earnings, counterbalancing each other, except for any
ineffective portion of the hedging relationship. On the balance sheet, the fair
value of the interest swap is recorded in Other assets if it is favourable for
the Company or in Deferred credits and other liabilities if it is unfavourable
for the Company.

The Company has also designated its entire US dollar
denominated long-term debt as a foreign exchange hedge of its net investment in
its U.S. self-sustaining operations. Accordingly, the portion of the gains or
losses arising from the translation of the US dollar denominated debt that is
determined to be an effective hedge is recognized in Other comprehensive income,
counterbalancing gains and losses arising from translation of the Companys net
investment in its U.S. self-sustaining subsidiaries. Should a portion of the
hedging relationship become ineffective, the ineffective portion would be
recorded in the consolidated statement of earnings.

Guarantees

A guarantee is defined as a contract or an indemnification
agreement contingently requiring a company to make payments to a third party
based on future events. These payments are contingent on either changes in an
underlying or other variables that are related to an asset, liability, or an
equity security of the indemnified party or the failure of another entity to
perform under an obligating agreement. It could also be an indirect guarantee of
the indebtedness of another party. Guarantees are initially recognized at fair
value and subsequently revaluated when the loss becomes likely.

Alimentation Couche-Tard Inc. / 12

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

4. Accounting policies (continued)

Recently issued accounting standards not yet implemented

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064
Goodwill and Intangible Assets, replacing Section 3062 Goodwill and Other
Intangible Assets and Section 3450 Research and Development Costs. Various
changes have been made to other sections of the CICA Handbook for consistency
purposes. The new Section establishes standards for the recognition,
measurement, presentation and disclosure of goodwill subsequent to its initial
recognition and of intangible assets by profit-oriented enterprises. Standards
relating to goodwill are unchanged from the standards included in the previous
Section 3062.

This new standard is applicable to fiscal years beginning on or
after October 1, 2008. The Company will implement this standard in its first
quarter of fiscal year 2010 but does not believe it will have a material impact
on its consolidated financial statements.

Business Combinations, Consolidated Financial Statements and
Non-controlling Interest

In January 2009, the CICA issued Handbook Section 1582
Business Combinations, Section 1601 Consolidations, and Section 1602
Non-controlling Interests. These sections replace former Section 1581
Business Combinations and Section 1600 Consolidated Financial Statements.
Various changes have been made to other sections of the CICA Handbook for
consistency purposes. Section 1582 establishes standards for the recognition,
measurement, presentation and disclosure of a business combination, and states
that all assets and liabilities of an acquired business will be recorded at fair
value. Obligations for contingent considerations and contingencies will also be
recorded at fair value at the acquisition date. The standard also states that
direct acquisition costs will be expensed as incurred and that restructuring
charges will be expensed in the periods after the acquisition date. The Section
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after January 1, 2011. Earlier application is permitted. If the Company realizes
significant business combinations, this new Section could have a material impact
on its consolidated financial statements, because direct acquisition costs would
then be expensed when incurred. The Companys actual policy is to include these
costs in the purchase price of the acquired business.

Section 1601 establishes standards for the preparation of
consolidated financial statements. Section 1602 establishes standards for
accounting for a non-controlling interest in a subsidiary in the preparation of
consolidated financial statements subsequent to a business combination. Section
1601 and Section 1602 apply to interim and annual consolidated financial
statements relating to fiscal years beginning on or after January 1, 2011.
Earlier adoption of these sections is permitted as of the beginning of a fiscal
year.

All three sections must be adopted concurrently. The Company
will apply these new sections as of the beginning of the first quarter of its
2012 fiscal year.

5. Business acquisitions

The Company has made the following business acquisitions that
were accounted for using the purchase method. Earnings from the businesses
acquired are included in the consolidated statements of earnings from their
respective dates of acquisition.

2009

During 2009, the Company made the following business
acquisitions:

|● | Effective February 10, 2009, the Company purchased seven
      company-operated stores from Gate Petroleum Company. The acquired stores
      operate under the Gate banner in the Greensboro and Raleigh regions of
      North Carolina, United States. The Company leases the land and buildings
      related to two sites and it owns the building and leases the land for one
      site, while it owns both these assets for the other sites.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|● | Effective February 5, 2009, the Company purchased 13
      stores located in the province of Quebec, Canada from Exploitation Quali-T
      inc., a subsidiary of Groupe Therrien. The Company leases the land and
      buildings related to all of these sites.                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|● | Effective July 8, 2008, the Company purchased 70
      company-operated stores from Spirit Energy. For 11 sites, the Company owns
      the buildings and the land, it leases the land for two sites and leases
      both land and building for the remaining 57 sites. The acquired stores
      operate under the Convenient Food Mart banner in the St. Louis, Missouri
      area and the nearby central Illinois area, United States.         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|● | Effective April 29, 2008, the Company purchased 15
      company-operated stores from Speedway Superamerica LLC. The acquired
      stores operate under the Speedway banner in central Illinois, United
      States. The Company owns the land related to 14 sites and leases one while
      it owns all 15 buildings.                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|● | During the current fiscal year, the Company purchased two
      stores through two distinct transactions. The Company owns land and
      buildings related to both transactions.                                                                                                                                                                                                                                                                   

Alimentation Couche-Tard Inc. / 13

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

5. Business acquisitions (continued)

These acquisitions were settled for a total cash consideration
of $80.8, including direct acquisition costs. The preliminary allocations of the
purchase price of the acquisitions were established based on available
information and on the basis of preliminary evaluations and assumptions
management believes to be reasonable. Since the Company has not completed its
fair value assessment of the net assets acquired for all transactions, the
preliminary allocations of certain acquisitions are subject to adjustments to
the fair value of the assets and liabilities until the process is completed. The
allocations are based on the estimated fair values on the dates of acquisition:

**$**Tangible assets acquiredInventories
    
    12.4Property and equipment
    
    59.1Other assets
    
    1.4Total tangible assets
    
    72.9Liabilities assumedAccounts payable and accrued liabilities
    
    2.5Deferred credits and other liabilities
    
    1.8Total liabilities
    
    4.3Net tangible
      assets acquired
    
    68.6Goodwill
    
    12.2Total
      consideration paid, including direct acquisition costs
    
    80.8


The Company expects that approximately $4.7 of the goodwill
related to these transactions will be deductible for tax purposes.

2008

During 2008, the Company made the following business
acquisitions:

|● | Effective June 5, 2007, the Company purchased 28
      company-operated stores and five land parcels from Sterling Stores LLC.
      The acquired stores operate under the Sterling banner in northwest Ohio,
      United States.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                   
|● | During fiscal year 2008, the Company purchased 18 stores
      through 15 distinct transactions.                                                                                                                                  

These acquisitions were settled for a total cash consideration
of $70.7, including direct acquisition costs. The allocations are based on the
estimated fair values on the dates of acquisition. The net assets acquired
included working capital of $3.5, property and equipment of $59.6, goodwill of
$7.1, a non-compete agreement of $1.1 and deferred credits and other liabilities
of $0.6. Approximately $5.7 of the goodwill related to these transactions will
be deductible for tax purposes.

2007

During 2007, the Company made the following business
acquisitions:

|● | Effective April 10, 2007: acquisition, from Star Fuel
      Marts, LLC, of 53 company-operated stores operating under the All Star
      banner in Oklahoma City, Oklahoma, United States. 42 of the 53 stores are
      operated under operating leases;                                                                                                                                                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective February 26, 2007: acquisition, from Richcor,
      Inc., of 13 company-operated stores operating under the Groovin Noovin
      banner in the city of Pensacola, Florida, United States;                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective December 1, 2006: the Company purchased a
      network of 236 stores from Shell Oil Products US and its affiliate, Motiva
      Enterprises LLC. The majority of the stores acquired are operated under
      the Shell banner in the regions of Baton Rouge, Denver, Memphis, Orlando,
      Tampa and in the Southwest Florida, United States. Of the 236 stores, 174
      are company-operated, 50 are operated by independent store operators and
      12 have a motor fuel supply agreement;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective October 30, 2006: the Company purchased, from
      Sparkys Oil Company, 24 company-operated stores operating under the
      Sparkys banner in the West Central Florida, United States;                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective October 4, 2006: from Holland Oil Company,
      purchase of 56 company-operated stores operating under the Holland Oil and
      Close to Home banners in Ohio, United States. Two of the acquired stores
      were immediately closed;                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective August 21, 2006: purchase of a network of 24
      stores operating under the Stop-n-Save banner in the Monroe area of
      Louisiana, United States from Moore Oil Company LLC. Of these 24 stores,
      11 are operated by the Company and 13 are operated by independent store
      operators;                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Effective June 12, 2006: from Spectrum Stores, Inc. and
      Spectrum Holding, Inc., purchase of 90 company-operated stores, the
      majority of which are operated under the Spectrum banner in the States of
      Alabama and Georgia in the United States;                                                                                                                                                                                                                                             

These acquisitions were settled for a total cash consideration
of $600.6, including direct acquisition costs. The net assets acquired included
working capital of $30.0, property and equipment of $461.2, goodwill of $113.5,
non-compete agreement of $1.0, trademarks of $0.4, other assets of $1.3 and
deferred credits and other liabilities of $6.8. Approximately $51.0 of the
goodwill related to these transactions will be deductible for tax purposes.

Alimentation Couche-Tard Inc. / 14

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

6. Supplementary information relating to the consolidated
statements of earnings

Supplementary information related to the rental expense
included in Operating, selling, administrative and general expenses:

|                   |  | 2009  |   |  | 2008  |   |  | 2007  |  
|------------------ |  | ----- | - |  | ----- | - |  | ----- | -
|                   |  | **$** |   |  | $     |   |  | $     |  
|Net rent expense   |  |       |   |  |       |   |  |       |  
|Rent expense       |  | 237.6 |   |  | 209.0 |   |  | 184.7 |  
|Sub-leasing income |  | (19.6 | ) |  | (18.3 | ) |  | (14.9 | )
|                   |  | 218.0 |   |  | 190.7 |   |  | 169.8 |  



|                              |  | 2009  |  |  | 2008  |  |  | 2007  | 
|----------------------------- |  | ----- |  |  | ----- |  |  | ----- | 
|                              |  | **$** |  |  | $     |  |  | $     | 
|Depreciation and amortization |  |       |  |  |       |  |  |       | 
|Property and equipment        |  | 181.7 |  |  | 170.6 |  |  | 132.3 | 
|Other assets                  |  | 1.3   |  |  | 1.9   |  |  | 1.5   | 
|                              |  | 183.0 |  |  | 172.5 |  |  | 133.8 | 



|Financial expenses         |  |      |   |  |      |   |  |      |  
|-------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|Interest on long-term debt |  | 37.4 |   |  | 58.2 |   |  | 54.0 |  
|Interest income            |  | (1.2 | ) |  | (3.6 | ) |  | (6.0 | )
|                           |  | 36.2 |   |  | 54.6 |   |  | 48.0 |  

7. Income taxes

|                     |  | 2009  |  |  | 2008 |  |  | 2007  | 
|-------------------- |  | ----- |  |  | ---- |  |  | ----- | 
|                     |  | **$** |  |  | $    |  |  | $     | 
|Current income taxes |  | 82.7  |  |  | 49.2 |  |  | 92.2  | 
|Future income taxes  |  | 32.0  |  |  | 19.0 |  |  | 21.7  | 
|                     |  | 114.7 |  |  | 68.2 |  |  | 113.9 | 

The principal items which resulted in differences between the
Company's effective income tax rates and the combined statutory rates in Canada
are detailed as follows:

|                                                                             |  | 2009  |  |  | 2008  |   |  | 2007  | 
|---------------------------------------------------------------------------- |  | ----- |  |  | ----- | - |  | ----- | 
|                                                                             |  | %     |  |  | %     |   |  | %     | 
|Combined statutory income tax rate in
      Canada (a)                       |  | 30.90 |  |  | 31.66 |   |  | 32.02 | 
|Impact of tax rate changes                                                   |  | 0.12  |  |  | 0.32  |   |  | 0.30  | 
|Other permanent differences                                                  |  | 0.10  |  |  | (1.65 | ) |  | 1.20  | 
|Effective income tax rate before unusual income tax expense
      (reversal) |  | 31.12 |  |  | 30.33 |   |  | 33.52 | 
|Unusual retroactive income tax (reversal)
      expense (b)                  |  | -     |  |  | (3.84 | ) |  | 3.19  | 
|Effective income tax rate                                                    |  | 31.12 |  |  | 26.49 |   |  | 36.71 | 



| | (a) | The Company's combined statutory income tax rate in
      Canada includes the appropriate provincial income tax rates.                                                                                                                                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | On June 9, 2006, the Government of Québec adopted Bill 15
      in the National Assembly of Québec, regarding amendments to the Taxation
      Act and other legislative provisions. As a result, in 2007, the Company
      has recorded an unusual retroactive income tax expense of $9.9. During
      fiscal year 2008, the Company reversed this unusual income tax expense
      following an agreement with the taxing
authorities.



|The components of future income tax assets (liabilities)
      are as follows: |  |       |   |  |      | 
|------------------------------------------------------------------------------ |  | ----- | - |  | ---- | 
|                                                                               |  | 2009  |   |  | 2008 | 
|                                                                               |  | **$** |   |  | $    | 
|Short-term net future income tax assets                                        |  |       |   |  |      | 
|Expenses deductible during the
      next year                                 |  | 22.8  |   |  | 22.1 | 
|Loss deductible during the next year                                           |  | 13.8  |   |  | -    | 
|Revenues taxable during the
      next year                                    |  | (6.5  | ) |  | -    | 
|Deferred credits                                                               |  | 1.5   |   |  | 0.4  | 
|Other                                                                          |  | 4.7   |   |  | 2.2  | 
|                                                                               |  | 36.3  |   |  | 24.7 | 



|Long-term net future income tax liabilities |  |        |   |  |        |  
|------------------------------------------- |  | ------ | - |  | ------ | -
|Property and equipment                      |  | (110.8 | ) |  | (69.5  | )
|Trademarks and licences                     |  | (58.5  | ) |  | (53.8  | )
|Deferred credits                            |  | 17.6   |   |  | 19.7   |  
|Asset retirement obligations                |  | 12.7   |   |  | 14.0   |  
|Goodwill                                    |  | (11.0  | ) |  | (7.7   | )
|Expenses deductible in future years         |  | 8.2    |   |  | 7.2    |  
|Non-capital losses                          |  | 2.6    |   |  | 2.9    |  
|Unrealized exchange gain                    |  | (0.8   | ) |  | (19.3  | )
|Other                                       |  | 7.9    |   |  | (2.2   | )
|                                            |  | (132.1 | ) |  | (108.7 | )

Alimentation Couche-Tard Inc. / 15

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

8. Net earnings per share

The following table presents the information for the
computation of basic and diluted net earnings per share:

|                                                                              |  | 2009    |  |  | 2008    |  |  | 2007    | 
|----------------------------------------------------------------------------- |  | ------- |  |  | ------- |  |  | ------- | 
|                                                                              |  | **$**   |  |  | $       |  |  | $       | 
|Net earnings available to Class A and B
      shareholders                    |  | 253.9   |  |  | 189.3   |  |  | 196.4   | 
|Weighted average number of shares (in thousands)                              |  | 193,596 |  |  | 201,486 |  |  | 202,119 | 
|Dilutive effect of stock options (in
      thousands)                         |  | 3,872   |  |  | 4,992   |  |  | 6,087   | 
|Weighted average number of diluted shares (in thousands)                      |  | 197,468 |  |  | 206,478 |  |  | 208,206 | 
|Basic net earnings per share available for Class A
      and B shareholders   |  | 1.31    |  |  | 0.94    |  |  | 0.97    | 
|Diluted net earnings per share available for Class A and B
      shareholders |  | 1.29    |  |  | 0.92    |  |  | 0.94    | 

In calculating diluted net earnings per share for 2009,
1,707,695 stock options (1,512,515 in 2008 and 504,996 in 2007) are excluded due
to their antidilutive effect.

9. Supplementary information relating to the consolidated
statements of cash flows

The changes in non-cash working capital are detailed as
follows:

|                                         |  | 2009  |   |  | 2008  |   |  | 2007  |  
|---------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                         |  | **$** |   |  | $     |   |  | $     |  
|Accounts receivable                      |  | 28.7  |   |  | (37.6 | ) |  | (41.6 | )
|Inventories                              |  | 35.1  |   |  | (46.4 | ) |  | (24.4 | )
|Prepaid expenses                         |  | -     |   |  | 5.6   |   |  | 1.8   |  
|Accounts payable and accrued liabilities |  | (49.5 | ) |  | 76.2  |   |  | 59.3  |  
|Income taxes payable                     |  | 15.7  |   |  | (34.7 | ) |  | 35.6  |  
|                                         |  | 30.0  |   |  | (36.9 | ) |  | 30.7  |  

Cash flows relating to interest and income taxes are detailed
as follows:

|                  |  | 2009  |  |  | 2008 |  |  | 2007 | 
|----------------- |  | ----- |  |  | ---- |  |  | ---- | 
|                  |  | **$** |  |  | $    |  |  | $    | 
|Interest paid     |  | 34.2  |  |  | 59.5 |  |  | 50.6 | 
|Income taxes paid |  | 66.1  |  |  | 89.0 |  |  | 57.7 | 

10. Accounts receivable

|                                                              |  | 2009  |  |  | 2008  | 
|------------------------------------------------------------- |  | ----- |  |  | ----- | 
|                                                              |  | **$** |  |  | $     | 
|Trade accounts receivable and vendor
      rebates receivable |  | 106.8 |  |  | 102.3 | 
|Credit and debit cards receivable                             |  | 102.4 |  |  | 133.0 | 
|Environmental costs receivable (note 21)                      |  | 3.0   |  |  | 2.8   | 
|Other accounts receivable                                     |  | 13.2  |  |  | 13.6  | 
|                                                              |  | 225.4 |  |  | 251.7 | 

11. Inventories

|                                   |  | 2009  |  |  | 2008  | 
|---------------------------------- |  | ----- |  |  | ----- | 
|                                   |  | **$** |  |  | $     | 
|Merchandise  retail               |  | 289.2 |  |  | 267.0 | 
|Motor fuel                         |  | 93.8  |  |  | 155.4 | 
|Merchandise  distribution centres |  | 17.3  |  |  | 22.1  | 
|                                   |  | 400.3 |  |  | 444.5 | 

Alimentation Couche-Tard Inc. / 16

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

12. Property and equipment

|                                             |  |         |  |  |              |  |  | 2009    | 
|-------------------------------------------- |  | ------- |  |  | ------------ |  |  | ------- | 
|                                             |  |         |  |  | Accumulated  |  |  |         | 
|                                             |  | Cost    |  |  | depreciation |  |  | Net     | 
|                                             |  | **$**   |  |  | **$**        |  |  | **$**   | 
|Land                                         |  | 498.2   |  |  | -            |  |  | 498.2   | 
|Buildings                                    |  | 466.4   |  |  | 101.2        |  |  | 365.2   | 
|Leasehold improvements                       |  | 330.2   |  |  | 140.3        |  |  | 189.9   | 
|Equipment                                    |  | 1,251.4 |  |  | 526.0        |  |  | 725.4   | 
|                                             |  | 2,546.2 |  |  | 767.5        |  |  | 1,778.7 | 
|Buildings and equipment under capital leases |  | 23.5    |  |  | 12.8         |  |  | 10.7    | 
|                                             |  | 2,569.7 |  |  | 780.3        |  |  | 1,789.4 | 



|                               |  |         |  |  |              |  |  | 2008    | 
|------------------------------ |  | ------- |  |  | ------------ |  |  | ------- | 
|                               |  |         |  |  | Accumulated  |  |  |         | 
|                               |  | Cost    |  |  | depreciation |  |  | Net     | 
|                               |  | $       |  |  | $            |  |  | $       | 
|Land                           |  | 489.5   |  |  | -            |  |  | 489.5   | 
|Buildings                      |  | 434.5   |  |  | 81.0         |  |  | 353.5   | 
|Leasehold improvements         |  | 316.4   |  |  | 129.1        |  |  | 187.3   | 
|Equipment                      |  | 1,184.9 |  |  | 467.9        |  |  | 717.0   | 
|                               |  | 2,425.3 |  |  | 678.0        |  |  | 1,747.3 | 
|Buildings under capital leases |  | 6.6     |  |  | 5.6          |  |  | 1.0     | 
|                               |  | 2,431.9 |  |  | 683.6        |  |  | 1,748.3 | 

13. Goodwill

|                                                        |  | 2009  |   |  | 2008  | 
|------------------------------------------------------- |  | ----- | - |  | ----- | 
|                                                        |  | **$** |   |  | $     | 
|Balance, beginning of year                              |  | 402.6 |   |  | 373.8 | 
|Goodwill acquired during the year                       |  | 12.2  |   |  | 7.1   | 
|Changes to preliminary purchase price
      allocations |  | -     |   |  | 5.3   | 
|Effect of exchange rate fluctuations                    |  | (30.0 | ) |  | 16.4  | 
|Balance, end of year                                    |  | 384.8 |   |  | 402.6 | 

14. Other assets

|                                         |  | 2009  |  |  | 2008 | 
|---------------------------------------- |  | ----- |  |  | ---- | 
|                                         |  | **$** |  |  | $    | 
|Deferred charges, net                    |  | 10.9  |  |  | 13.8 | 
|Environmental costs receivable (note 21) |  | 19.3  |  |  | 14.9 | 
|Accrued pension benefit asset            |  | 7.1   |  |  | 8.7  | 
|Deposits                                 |  | 1.4   |  |  | 1.2  | 
|Other                                    |  | 22.0  |  |  | 14.7 | 
|                                         |  | 60.7  |  |  | 53.3 | 

15. Accounts payable and accrued liabilities

|                                      |  | 2009  |  |  | 2008  | 
|------------------------------------- |  | ----- |  |  | ----- | 
|                                      |  | **$** |  |  | $     | 
|Accounts payable and accrued expenses |  | 510.3 |  |  | 618.0 | 
|Sales and other taxes payable         |  | 124.3 |  |  | 95.6  | 
|Salaries and related benefits         |  | 64.5  |  |  | 60.9  | 
|Deferred credits                      |  | 13.7  |  |  | 18.6  | 
|Environmental costs                   |  | 9.5   |  |  | 10.0  | 
|Other                                 |  | 35.8  |  |  | 39.6  | 
|                                      |  | 758.1 |  |  | 842.7 | 

Alimentation Couche-Tard Inc. / 17

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

16. Long-term debt

|                                                                                                                                                                                            |  | 2009  |  |  | 2008  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  |  | ----- | 
|                                                                                                                                                                                            |  | **$** |  |  | $     | 
|US dollar term revolving unsecured
      operating credit A, maturing in September 2012 (a)                                                                                                 |  | 229.4 |  |  | 460.0 | 
|Canadian dollar term revolving unsecured operating credit
      A, maturing in September 2012 (Cdn$28.6    in 2009 and
      Cdn$41.0 in 2008) (a)                                          |  | 23.6  |  |  | 40.3  | 
|US dollar term revolving unsecured
      operating credit B, maturing in September 2012 (a)                                                                                                 |  | 110.6 |  |  | -     | 
|Canadian dollar term revolving unsecured operating credit
      B, maturing in September 2012    (Cdn$21.4) (a)                                                                             |  | 17.7  |  |  | -     | 
|Subordinated unsecured debt, at amortized
      cost (b)                                                                                                                                    |  | 351.7 |  |  | 334.7 | 
|Note payable, secured by the assets of certain stores,
      8.75%, repayable in monthly instalments,    maturing in 2019                                                                   |  | 4.5   |  |  | 4.7   | 
|Obligations related to buildings and
      equipment under capital leases, rates varying from 0.53% to
         12.54% (9.00% to 12.54% in 2008), payable on various
      dates until 2019 |  | 11.7  |  |  | 2.5   | 
|                                                                                                                                                                                            |  | 749.2 |  |  | 842.2 | 
|Current portion of long-term debt                                                                                                                                                           |  | 3.9   |  |  | 1.2   | 
|                                                                                                                                                                                            |  | 745.3 |  |  | 841.0 | 

(a) Term revolving unsecured operating credits A, B and C:

As at April 26, 2009, the Company has credit agreements
consisting of three revolving unsecured facilities of initial maximum amounts of
$650.0 (Operating credit A), $310.0 (Operating credit B) and $40.0 (Operating
credit C) each, with initial terms of five years, 51 months and 42 months
respectively, that can be extended each year by one year at the request of the
Company with the consent of the lenders. The credit facilities are available in
the following forms:

|● | A term revolving unsecured operating credit, available i)
      in Canadian dollars, ii) in US dollars, iii) in the form of Canadian
      dollar bankers acceptances, with stamping fees and iv) in the form of
      standby letters of credit not exceeding $50.0 or the equivalent in
      Canadian dollars, with applicable fees. Depending on the form and the
      currency of the loan, the amounts borrowed bear interest at variable rates
      based on the Canadian prime rate, the bankers acceptance rate, the US
      base rate or the LIBOR rate plus a variable margin;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | An unsecured line of credit in the maximum amount of
      $50.0, available in Canadian or US dollars, bearing interest at variable
      rates based, depending on the form and the currency of the loan, on the
      Canadian prime rate, the US prime rate or the US base rate plus a variable
      margin.                                                                                                                                                                                                                                                                              

Stand by fees, which vary based on a leverage ratio and on the
utilization rate of the credit facilities, apply to the unused portion of the
credit facilities. Stamping fees, standby letters of credit fees and the
variable margin used to determine the interest rate applicable to amounts
borrowed are determined according to a leverage ratio of the Company.

Under the credit agreements, the Company must maintain certain
financial ratios and respect certain restrictive provisions.

As at April 26, 2009, the weighted average effective interest
rate is 1.10% (3.51% in 2008) for the US dollar portion and 1.24% for the
Canadian dollar portion (4.21% in 2008). In addition, Cdn$1.0 (Cdn$0.7 in 2008)
and $18.3 ($17.9 in 2008) are used for standby letters of credit. As at April
26, 2009 and April 27, 2008, the available line of credit was unused and the
Company was in compliance with the restrictive provisions and ratios imposed by
the credit agreement. As at April 26, 2009, operating credit C was unused.

(b) Subordinated unsecured debt:

Subordinated unsecured debt of a nominal amount of $350.0,
maturing December 15, 2013, bearing interest at a nominal rate of 7.5%
(effective rate of 7.56% (8.23% in 2008)). Since December 15, 2008, the Company
has the option for early repayment at a premium.

The Subordinated unsecured debt agreement imposes restrictions
on certain transactions.

Instalments on long-term debt for the next fiscal years are as
follows:

|                                                    |  | Obligations   |  |  |                  |  |  |                  | 
|--------------------------------------------------- |  | ------------- |  |  | ---------------- |  |  | ---------------- | 
|                                                    |  | related to    |  |  |                  |  |  |                  | 
|                                                    |  | buildings and |  |  |                  |  |  |                  | 
|                                                    |  | equipment     |  |  | Other loans      |  |  | Other loans      | 
|                                                    |  | under capital |  |  | denominated in   |  |  | denominated in   | 
|                                                    |  | leases        |  |  | US
      dollars |  |  | Canadian dollars | 
|                                                    |  | $             |  |  | $                |  |  | Cdn$             | 
|2010                                                |  | 3.7           |  |  | 0.3              |  |  | -                | 
|2011                                                |  | 3.4           |  |  | 0.3              |  |  | -                | 
|2012                                                |  | 2.4           |  |  | 0.3              |  |  | -                | 
|2013                                                |  | 2.1           |  |  | 340.3            |  |  | 50.0             | 
|2014                                                |  | 1.4           |  |  | 350.4            |  |  | -                | 
|2015 and thereafter                                 |  | 0.7           |  |  | 2.8              |  |  | -                | 
|                                                    |  | 13.7          |  |  |                  |  |  |                  | 
|Interest expense included in minimum lease payments |  | 2.0           |  |  |                  |  |  |                  | 
|                                                    |  | 11.7          |  |  |                  |  |  |                  | 

Alimentation Couche-Tard Inc. / 18

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

17. Deferred credits and other liabilities

|                                                       |  | 2009  |  |  | 2008  | 
|------------------------------------------------------ |  | ----- |  |  | ----- | 
|                                                       |  | **$** |  |  | $     | 
|Deferred gain on sale and leaseback
      transactions |  | 101.3 |  |  | 97.7  | 
|Asset retirement obligations (a)                       |  | 42.5  |  |  | 39.0  | 
|Deferred rent expense                                  |  | 20.4  |  |  | 16.1  | 
|Deferred branding costs                                |  | 16.5  |  |  | 17.9  | 
|Provision for workers' compensation                    |  | 16.5  |  |  | 11.5  | 
|Provision for site restoration costs                   |  | 14.2  |  |  | 10.7  | 
|Deferred credits                                       |  | 10.2  |  |  | 17.1  | 
|Accrued pension benefit liability                      |  | 9.8   |  |  | 10.4  | 
|Other liabilities                                      |  | 27.6  |  |  | 33.4  | 
|                                                       |  | 259.0 |  |  | 253.8 | 



| | (a) | The total undiscounted amount of estimated cash flows to
      settle the asset retirement obligations is approximately $127.5 and is
      expected to be incurred over the next 40 years. Should changes occur in
      estimated future removal costs, tank useful lives, lease terms or
      governmental regulatory requirements, revisions to the liability could be
      made.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The reconciliation of the Companys liability for the asset
retirement obligations related to the removal of its underground motor fuel
storage tanks is as follows:

|                                     |  | 2009  |   |  | 2008 |  
|------------------------------------ |  | ----- | - |  | ---- | -
|                                     |  | **$** |   |  | $    |  
|Balance, beginning of year           |  | 48.8  |   |  | 45.1 |  
|Liabilities incurred                 |  | 0.4   |   |  | 0.6  |  
|Liabilities settled                  |  | (2.5  | ) |  | (1.4 | )
|Accretion expense                    |  | 3.8   |   |  | 4.0  |  
|Business acquisitions                |  | 1.4   |   |  | 0.3  |  
|Revision of estimations              |  | -     |   |  | 0.1  |  
|Effect of exchange rate fluctuations |  | (1.0  | ) |  | 0.1  |  
|Balance, end of year                 |  | 50.9  |   |  | 48.8 |  

Of the total liability recorded in the consolidated balance
sheets as at April 26, 2009 and April 27, 2008, $42.5 and $39.0, respectively,
are included in Deferred credits and other liabilities and the remainder is
included in Accounts payable and accrued liabilities.

Alimentation Couche-Tard Inc. / 19

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

18. Capital stock

Authorized

Unlimited number of shares without par value

First and second preferred shares
issuable in series, non-voting, ranking prior to other classes of shares with
respect to dividends and payment of capital upon dissolution. The Board of
Directors is authorized to determine the designation, rights, privileges,
conditions and restrictions relating to each series of shares prior to their
issuance.

Class A multiple voting and
participating shares, ten votes per share except for certain situations which
provide for only one vote per share, convertible into Class B subordinate voting
shares on a share-for-share basis at the holder's option. Under the articles of
amendment, no new Class A multiple voting shares may be issued.

Class B subordinate voting and
participating shares, convertible automatically into Class A multiple voting
shares on a share-for-share basis upon the occurrence of certain events.

The order of priority for the payment of dividends is as
follows:

|● | first preferred shares;                                                                        
|- | -----------------------------------------------------------------------------------------------
|  |                                                                                                
|● | second preferred shares; and                                                                   
|  |                                                                                                
|● | Class B subordinate voting shares and Class A multiple
      voting shares, ranking pari passu.

Issued and fully paid

The changes in number of outstanding shares are as follows:

|                                                |  | 2009        |   |  | 2008        |  
|----------------------------------------------- |  | ----------- | - |  | ----------- | -
|Class A multiple voting shares                  |  |             |   |  |             |  
|Balance, beginning of year                      |  | 53,881,212  |   |  | 56,175,312  |  
|Repurchase and cancellation of shares
      (a) |  | (24,100     | ) |  | (2,116,600  | )
|Conversion into Class B shares                  |  | (146,700    | ) |  | (177,500    | )
|Balance, end of year                            |  | 53,710,412  |   |  | 53 881,212  |  
|Class B subordinate voting shares               |  |             |   |  |             |  
|Balance, beginning of year                      |  | 142,845,776 |   |  | 146,159,574 |  
|Repurchase and cancellation of
      shares (a) |  | (9,387,500  | ) |  | (4,045,606  | )
|Issued as part of a previous acquisition        |  | 160         |   |  | 288         |  
|Issued on conversion of Class
      A shares    |  | 146,700     |   |  | 177,500     |  
|Stock options exercised for cash                |  | 312,072     |   |  | 554,020     |  
|Balance, end of year                            |  | 133,917,208 |   |  | 142,845,776 |  



| | (a) | On August 8, 2007, the Company implemented a share
      repurchase program to repurchase up to 2,808,765 of the 56,175,312 Class A
      multiple voting shares and up to 7,332,066 of the 146,641,334 Class B
      subordinate voting shares issued and outstanding as at July 27, 2007
      (representing 5.0% of the Class A multiple voting shares and 5.0% of the
      Class B subordinate voting shares, issued and outstanding as at that date,
      respectively). In accordance with the Toronto Stock Exchange requirements,
      a maximum daily repurchase of 25.0% of the daily trading averages for the
      six months preceding July 27, 2007 could be made. By making such
      repurchases, the number of Class A multiple voting shares and of Class B
      subordinate voting shares in circulation was reduced and the proportionate
      interest of all remaining shareholders in the Companys share capital was
      increased on a pro rata basis. The share repurchase period ended on August
      7, 2008. All shares repurchased under the share repurchase program were
      cancelled upon repurchase.                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On August 8, 2008, the Company implemented a second share
      repurchase program to repurchase up to 2,693,860 of the 53,877,212 Class A
      multiple voting shares and up to 14,031,210 of the 140,312,108 Class B
      subordinate voting shares issued and outstanding as at July 29, 2008
      (representing 5.0% of the Class A multiple voting shares issued and
      outstanding and 10.0% of the Class B subordinate voting shares of the
      public float, as defined by applicable rules, as at that date,
      respectively). In accordance with the Toronto Stock Exchange requirements,
      a maximum daily repurchase of the greater of: 25.0% of the daily trading
      averages for the six months preceding July 29, 2008 and 1,000 shares can
      be made. When making such repurchases, the number of Class A multiple
      voting shares and of Class B subordinate voting shares in circulation is
      reduced and the proportionate interest of all remaining shareholders in
      the Companys share capital is increased on a pro rata basis. The share
      repurchase period will end no later than August 7, 2009. All shares
      repurchased under the share repurchase program are cancelled upon
      repurchase.

Alimentation Couche-Tard Inc. / 20

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

19. Stock-based compensation and other stock-based payments

Stock option plan

The Company has a stock option plan (the Plan) under which it
has authorized the grant of up to 16,892,000 stock options for the purchase of
Class B subordinate voting shares of the Company.

Stock options have up to a ten-year term, vest 20.0% on the
date of the grant and cumulatively thereafter on each anniversary date of the
grant and are exercisable at the designated market price on the date of grant.
The grant price of each stock option shall not be set below the weighted average
closing price for a board lot of the Class B shares on the Toronto Stock
Exchange for the five days preceding the grant. Each stock option is exercisable
into one Class B share of the Company at the price specified in the terms of the
stock option.

The table below presents the status of the Company's stock
option plan as at April 26, 2009, April 27, 2008 and April 29, 2007 and the
changes therein during the years then ended:

2009
    
    
    
    
    
    2008WeightedNumber of stock
    
    
    average
    
    
    Number of stock
    
    
    Weighted averageoptions
    
    
    exercise price
    
    
    options
    
    
    exercise priceCdn$
    
    
    
    
    
    Cdn$Outstanding, beginning of year
    
    8,913,915
    
    
    8.66
    
    
    9,326,866
    
    
    8.50Granted
    
    260,800
    
    
    14.14
    
    
    295,000
    
    
    19.41Exercised
    
    (312,072
    )
    
    6.61
    
    
    (554,020
    )
    
    9.02Forfeited
    
    (62,020
    )
    
    17.85
    
    
    (153,931
    )
    
    18.77Outstanding, end of year
    
    8,800,623
    
    
    8.83
    
    
    8,913,915
    
    
    8.66Exercisable stock options, end of year
    
    8,172,355
    
    
    
    
    
    8,166,672




|                                       |  |                 |   |  | 2007             | 
|-------------------------------------- |  | --------------- | - |  | ---------------- | 
|                                       |  | Number of stock |   |  | Weighted average | 
|                                       |  | options         |   |  | exercise price   | 
|                                       |  |                 |   |  | Cdn$             | 
|Outstanding, beginning of year         |  | 9,252,380       |   |  | 7.66             | 
|Granted                                |  | 388,100         |   |  | 25.60            | 
|Exercised                              |  | (294,784        | ) |  | 4.17             | 
|Forfeited                              |  | (18,830         | ) |  | 13.67            | 
|Outstanding, end of year               |  | 9,326,866       |   |  | 8.50             | 
|Exercisable stock options, end of year |  | 8,122,627       |   |  |                  | 

The following table presents information on the stock options
outstanding and exercisable as at April 26, 2009:

Options outstanding
    
    
    
    
    
    Options exercisableNumber of
    
    
    Weighted average
    
    
    Weighted
    
    
    Number of
    
    
    Weightedstock options
    
    
    remaining
    
    
    average
    
    
    stock options
    
    
    averageRange of
    
    outstanding as at
    
    
    contractual life
    
    
    exercise
    
    
    exercisable as at
    
    
    exerciseexercise prices
    
    April
      26, 2009
    
    
    (years)
    
    
    price
    
    
    April
      26, 2009
    
    
    priceCdn$
    
    
    
    
    
    
    
    Cdn$
    
    
    
    
    
    Cdn$2  4
    
    2,442,028
    
    
    1.40
    
    
    2.66
    
    
    2,442,028
    
    
    2.666  8
    
    3,350,700
    
    
    2.96
    
    
    7.37
    
    
    3,350,700
    
    
    7.378  12
    
    1,180,200
    
    
    4.56
    
    
    10.49
    
    
    1,180,200
    
    
    10.4912  16
    
    425,000
    
    
    7.83
    
    
    13.64
    
    
    208,000
    
    
    13.1216  20
    
    868,970
    
    
    6.52
    
    
    17.47
    
    
    672,176
    
    
    17.4620  26
    
    533,725
    
    
    7.55
    
    
    24.64
    
    
    319,251
    
    
    24.598,800,623
    
    
    
    
    
    
    
    
    8,172,355


The fair value of stock options granted is estimated at the
grant date using the Black-Scholes option pricing model on the basis of the
following weighted average assumptions for the stock options granted during the
year:

|                               |  | 2009     |  |  | 2008     |  |  | 2007     | 
|------------------------------ |  | -------- |  |  | -------- |  |  | -------- | 
|Expected dividends (per share) |  | Cdn$0.14 |  |  | Cdn$0.13 |  |  | Cdn$0.12 | 
|Expected volatility            |  | 32.20%   |  |  | 32.00%   |  |  | 35.00%   | 
|Risk-free interest rate        |  | 3.20%    |  |  | 3.98%    |  |  | 4.14%    | 
|Expected life                  |  | 8 years  |  |  | 8 years  |  |  | 8 years  | 

The weighted average fair value of stock options granted in
2009 is Cdn$5.32 (Cdn$8.04 in 2008 and Cdn$11.64 in 2007).

For 2009, compensation cost charged to the consolidated
statements of earnings amounts to $2.7 ($4.0 in 2008 and $4.2 in 2007).

Alimentation Couche-Tard Inc. / 21

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

19. Stock-based compensation and other stock-based payments
(continued)

Deferred Share Unit Plan

The Company has a Deferred Share Unit Plan for the benefit of
its external directors allowing them, at their option, to receive all or a
portion of their annual compensation and directors fee in the form of Deferred
Share Units (DSUs). A DSU is a notional unit, equivalent in value to the
Companys Class B share. Upon leaving the Board of Directors, participants are
entitled to receive the payment of their cumulated DSUs either a) in the form of
cash based on the price of the Companys Class B shares as traded on the open
market on the date of payment, or b) in Class B shares bought by the Company on
the open market on behalf of the participant.

The DSU expense and the related liability are recorded at the
grant date. The liability is adjusted periodically to reflect any variation in
the market value of the Class B shares. As at April 26, 2009, the Company has a
total of 56,920 DSUs outstanding (37,101 as at April 27, 2008).

20. Employee future benefits

The Company has a number of funded and unfunded defined benefit
and defined contribution plans that provide retirement benefits to certain
employees. Its defined benefit plans are based on years of service and on the
average salaries of the five year period preceding retirement.

Total cash payments for employee future benefits consist of
cash contributed by the Company to its funded pension plans, cash payments
directly to beneficiaries for its unfunded pension plans and cash contributed to
its defined contribution plans and amount to $4.9 for 2009 ($4.3 for 2008 and
$4.0 for 2007).

Defined benefit plans

The Company measures its accrued benefit obligation and the
fair value of plan assets for accounting purposes the last Sunday of April of
each year. The most recent actuarial valuation of the pension plans for funding
purposes was as at December 31, 2007 and the next required valuation will be as
of December 31, 2010.

Information about the Company's defined benefit plans, in
aggregate, is as follows:

|                                           |  | 2009  |   |  | 2008 |  
|------------------------------------------ |  | ----- | - |  | ---- | -
|                                           |  | **$** |   |  | $    |  
|Accrued benefit obligation                 |  |       |   |  |      |  
|Balance,
      beginning of year           |  | 41.6  |   |  | 36.0 |  
|Current service cost                       |  | 0.7   |   |  | 0.7  |  
|Interest cost                              |  | 2.2   |   |  | 2.1  |  
|Benefits paid                              |  | (2.0  | ) |  | (2.2 | )
|Past service
      costs                   |  | 1.4   |   |  | 2.3  |  
|Actuarial gains                            |  | (5.7  | ) |  | (0.9 | )
|Effect of
      exchange rate fluctuations |  | (6.5  | ) |  | 3.6  |  
|Balance, end of year                       |  | 31.7  |   |  | 41.6 |  



|                                           |  | 2009  |   |  | 2008 |  
|------------------------------------------ |  | ----- | - |  | ---- | -
|                                           |  | **$** |   |  | $    |  
|Plans assets                              |  |       |   |  |      |  
|Fair value,
      beginning of year        |  | 24.1  |   |  | 23.0 |  
|Actual return on plans assets             |  | (1.1  | ) |  | 0.3  |  
|Employer
      contributions               |  | 0.5   |   |  | 0.2  |  
|Employee contributions                     |  | 0.1   |   |  | 0.1  |  
|Benefits paid                              |  | (1.4  | ) |  | (1.7 | )
|Effect of exchange rate
      fluctuations |  | (3.7  | ) |  | 2.2  |  
|Fair value, end
      of year              |  | 18.5  |   |  | 24.1 |  

Reconciliation of the funded status of the benefit plans to the
amount recorded in the consolidated financial statements:

|                                         |  | 2009  |   |  | 2008  |  
|---------------------------------------- |  | ----- | - |  | ----- | -
|                                         |  | **$** |   |  | $     |  
|Fair value of
      plans assets        |  | 18.5  |   |  | 24.1  |  
|Accrued benefit obligation               |  | 31.7  |   |  | 41.6  |  
|Funded status of
      plan - deficit    |  | (13.2 | ) |  | (17.5 | )
|Unamortized net actuarial loss           |  | 7.5   |   |  | 13.9  |  
|Unamortized
      transitional net asset |  | (0.9  | ) |  | (1.7  | )
|Unamortized past service cost            |  | 3.9   |   |  | 3.6   |  
|Accrued benefit liability                |  | (2.7  | ) |  | (1.7  | )

As at April 26, 2009, the accrued benefit obligation for
unfunded pension plans amounts to $15.5 ($18.8 as at April 27, 2008).

Alimentation Couche-Tard Inc. / 22

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

20. Employee future benefits (continued)

The accrued benefit asset is included in the Companys balance
sheets as follows:

|                                       |  | 2009  |   |  | 2008  |  
|-------------------------------------- |  | ----- | - |  | ----- | -
|                                       |  | **$** |   |  | $     |  
|Other assets                           |  | 7.1   |   |  | 8.7   |  
|Deferred credits and other liabilities |  | (9.8  | ) |  | (10.4 | )
|Accrued benefit liability              |  | (2.7  | ) |  | (1.7  | )

As at the measurement date, plans assets consist of:

|                  |  | Percentage of plans assets | 
|----------------- |  | --------------------------- | 
|                  |  | 2009                        | 
|                  |  | %                           | 
|Asset category    |  |                             | 
|Equity securities |  | 19.5                        | 
|Debt securities   |  | 80.5                        | 
|Total             |  | 100.0                       | 

The Company's pension benefit expense for the year is
determined as follows:

|                                                          |  |                                   |   |  |                |   |                                        | 2009  |  
|--------------------------------------------------------- |  | --------------------------------- | - |  | -------------- | - | -------------------------------------- | ----- | -
|                                                          |  | Incurred during
    
    the year |   |  | Adjustments(a) |   | Expense recognized
    during the year |      
|                                                          |  |                                   |   |  |               
|                                                          |  | **$**                             |   |  | **$**          |   |                                        | **$** |  
|Current service cost, net of
      employee contributions |  | 0.6                               |   |  | -              |   |                                        | 0.6   |  
|Interest cost                                             |  | 2.2                               |   |  | -              |   |                                        | 2.2   |  
|Actual return on plans assets                            |  | 1.1                               |   |  | (2.4           | ) |                                        | (1.3  | )
|Amortization of the net transitional asset                |  | -                                 |   |  | (0.5           | ) |                                        | (0.5  | )
|Net actuarial (gains) losses                              |  | (5.7                              | ) |  | 6.8            |   |                                        | 1.1   |  
|Past service cost                                         |  | 1.4                               |   |  | (0.9           | ) |                                        | 0.5   |  
|Pension expense for the year                              |  | (0.4                              | ) |  | 3.0            |   |                                        | 2.6   |  



|                                                          |  |                                   |   |  |                |   |  | 2008                               |  
|--------------------------------------------------------- |  | --------------------------------- | - |  | -------------- | - |  | ---------------------------------- | -
|                                                          |  | Incurred during
    
    the year |   |  | Adjustments(a) |   |  | Expense recognized during the year |  
|                                                          |  |                                   |   |  |                |  
|                                                          |  | $                                 |   |  | $              |   |  | $                                  |  
|Current service cost, net of
      employee contributions |  | 0.6                               |   |  | -              |   |  | 0.6                                |  
|Interest cost                                             |  | 2.1                               |   |  | -              |   |  | 2.1                                |  
|Actual return on plans assets                            |  | (0.3                              | ) |  | (1.2           | ) |  | (1.5                               | )
|Amortization of the net transitional asset                |  | -                                 |   |  | (0.6           | ) |  | (0.6                               | )
|Net actuarial (gain) losses                               |  | (0.9                              | ) |  | 2.3            |   |  | 1.4                                |  
|Past service cost                                         |  | 2.3                               |   |  | (2.0           | ) |  | 0.3                                |  
|Pension expense for the year                              |  | 3.8                               |   |  | (1.5           | ) |  | 2.3                                |  



|                                                          |  |                                   |   |  |                |   |  | 2007                               |  
|--------------------------------------------------------- |  | --------------------------------- | - |  | -------------- | - |  | ---------------------------------- | -
|                                                          |  | Incurred during
    
    the year |   |  | Adjustments(a) |   |  | Expense recognized during the year |  
|                                                          |  |                                   |   |  |                |  
|                                                          |  | $                                 |   |  | $              |   |  | $                                  |  
|Current service cost, net of
      employee contributions |  | 0.7                               |   |  | -              |   |  | 0.7                                |  
|Interest cost                                             |  | 1.8                               |   |  | -              |   |  | 1.8                                |  
|Actual return on plans assets                            |  | (1.7                              | ) |  | 0.2            |   |  | (1.5                               | )
|Amortization of the net transitional asset                |  | -                                 |   |  | (0.5           | ) |  | (0.5                               | )
|Net actuarial losses                                      |  | 2.6                               |   |  | (1.7           | ) |  | 0.9                                |  
|Past service cost                                         |  | -                                 |   |  | 0.3            |   |  | 0.3                                |  
|Pension expense for the year                              |  | 3.4                               |   |  | (1.7           | ) |  | 1.7                                |  



| | (a) | Adjustments to recognize the long-term nature of employee
      future benefit costs.
| | --- | -------------------------------------------------------------------------------------

The significant weighted average actuarial assumptions which
management considers the most likely to be used to determine the accrued benefit
obligations and the pension expense are the following:

Accrued benefit obligation:

|                              |  | 2009 |  |  | 2008 |  |  | 2007 | 
|----------------------------- |  | ---- |  |  | ---- |  |  | ---- | 
|                              |  | %    |  |  | %    |  |  | %    | 
|Discount rate                 |  | 8.00 |  |  | 6.00 |  |  | 5.25 | 
|Rate of compensation increase |  | 4.00 |  |  | 4.00 |  |  | 4.00 | 



|Pension expense:                         |  |      |  |  |      |  |  |      | 
|---------------------------------------- |  | ---- |  |  | ---- |  |  | ---- | 
|                                         |  | 2009 |  |  | 2008 |  |  | 2007 | 
|                                         |  | %    |  |  | %    |  |  | %    | 
|Discount rate                            |  | 6.00 |  |  | 5.25 |  |  | 5.75 | 
|Expected rate of return on plans assets |  | 6.00 |  |  | 6.00 |  |  | 7.00 | 
|Rate of compensation increase            |  | 4.00 |  |  | 4.00 |  |  | 4.00 | 

Alimentation Couche-Tard Inc. / 23

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

20. Employee future benefits (continued)

Defined contribution plans

The Company's total pension expense under its defined
contribution plans for the year 2009 is $3.8 ($3.8 in 2008 and $3.5 in 2007).

Deferred compensation plan  United States operations

The Company sponsors a deferred compensation plan that allows
certain employees in its US operations to defer up to 25.0% of their base salary
and 100.0% of their cash bonuses for any given year. Interest accrues on the
deferral and amounts due to the participants are generally payable on
retirement, except in certain limited circumstances. Obligations under this plan
amount to $6.1 as at April 26, 2009 ($7.5 as at April 27, 2008) and are included
in Deferred credits and other liabilities.

21. Environmental costs

The Company is subject to Canadian and US legislations
governing the storage, handling and sale of motor fuel and related products. The
Company considers that it is compliant with all important aspects of the current
environmental legislations.

The Company has an on going training program for its employees
on environmental issues which includes preventive site testing and site
restoration in cooperation with regulatory authorities. The Company also
examines its motor fuel equipment annually.

In all US states in which the Company operates, except
Michigan, Iowa, Florida, Arizona, Texas and Washington State, there is a trust
fund to cover the cost of certain rehabilitation and removing of motor fuel
tanks. These state funds provide insurance for motor fuel facilities operations
to cover the cost of cleaning up damages to the environment caused by the usage
of underground motor fuel equipment. Underground motor fuel storage tank
registration fees and a motor fuel tax in each of the states finance the trust
funds. The Company pays the registration fees and remits the sales taxes to the
states where it is a member of the trust fund. Insurance coverage varies from
state to state.

In order to provide for the above-mentioned restoration costs,
the Company has recorded a $23.7 provision for environmental costs as at April
26, 2009 ($20.7 as at April 27, 2008). Of this amount, $9.5 ($10.0 as at April
27, 2008) is included in Accounts payable and accrued liabilities and the
remainder is included in Deferred credits and other liabilities. Furthermore,
the Company has recorded an amount of $22.3 for environmental costs receivable
from trust funds as at April 26, 2009 ($17.7 as at April 27, 2008), of which
$3.0 ($2.8 as at April 27, 2008) is included in Accounts receivable and the
remainder is included in Other assets.

22. Financial instruments and capital risk management

Financial risk management objectives and policies

The Companys activities expose it to a variety of financial
risks: foreign currency risk, interest rate risk, credit risk and liquidity
risk. The Company uses derivative financial instruments to hedge certain risk
exposures, primarily interest risk.

Foreign currency risk

Most of the Companys consolidated revenues and expenses are
received or denominated in the functional currency of the markets in which it
does business. Accordingly, the Companys sensitivity to variations in foreign
exchange rates is economically limited.

The Company is also exposed to foreign currency risk with
respect to a portion of its long-term debt denominated in US dollars.

As at April 26, 2009, everything else being equal, a
hypothetical strengthening (weakening) of 5.0% of the US dollar against the
Canadian dollar would have had a favourable (unfavourable) net impact of $25.2
on Other comprehensive income.

Interest rate risk

The Company is exposed to interest rate risk through the
portion of its long-term debt bearing interest at a variable rate. The Companys
policy is to maintain most of its borrowings in variable rate instruments using
interest rate swaps when necessary.

The Companys fixed rate long-term debt is exposed to a risk of
change in its fair value due to changes in interest rates. To mitigate this
risk, the Company has a fixed-to-variable interest rate swap on its Subordinated
unsecured debt whereby it has agreed to swap the amount of the difference
between variable interest rate and the fixed rate, calculated on the reference
amounts. This interest rate swap has been designated as a fair value hedge of
the Subordinated unsecured debt.

Alimentation Couche-Tard Inc. / 24

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 26, 2009, April 27, 2008 and April
29, 2007 
(in millions of US dollars, except share and stock option data)

22. Financial instruments and capital risk management
(continued)

The amounts outstanding as at April 26, 2009 and April 27, 2008
are as follows:

Maturity
      (a)
    Reference
    Pays/receives
    Fixed
      rate
    Variable rate$
    
    %2009December 2013
    100.0
    pays variable receives
      fixed
    7.5
    LIBOR six month plus 2.98%2008December 2013
    100.0
    pays variable receives
      fixed
    7.5
    LIBOR six month plus 3.03%December 2013
    100.0
    pays variable receives fixed
    7.5
    LIBOR six month plus 2.98%December 2013
    150.0
    pays variable receives
      fixed
    7.5
    LIBOR six month plus 2.89%




| | (a) | Under certain conditions, the maturity date of the swap
      can be altered to correspond with the repurchase conditions of the
      corresponding subordinated debt.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2009, two of the interest rate swap agreements held by
the Company as at April 27, 2008 were terminated by the counterparties in
exchange for the payment of penalties on their part for a total amount of $9.4.
Following the termination of these swaps, the Company discontinued hedge
accounting for these two swaps. The fair value of the terminated swaps recorded
as part of the Subordinated unsecured debt is amortized using the effective rate
method over the original term of the hedging relationship.

The Company is exposed to a risk of change in cash flows due to
changes in interest rates on its variable rate long-term debt and does not
currently hold any derivative instruments that mitigate this risk. The Company
analyzes its interest rate exposure on an on going basis. Various scenarios are
simulated taking into consideration refinancing, renewal of existing positions,
alternative financing and hedging. Based on these scenarios, the Company
calculates the impact on net earnings of a defined interest rate shift. As at
April 26, 2009, the impact on net earnings of a 1.0% shift would not have been
significant. The fixed-to-variable interest rate swap related to the
Subordinated unsecured debt has been included in this calculation.

Credit risk

The Company is exposed to credit risk with respect to Cash and
cash equivalents, Trade accounts receivable and vendor rebates receivable,
Credit and debit cards receivable and the interest rate swap.

Credit risk related to Trade accounts receivable and vendor
rebates receivable is limited considering the nature of the Companys activities
and its counterparties. As at April 26, 2009, no single creditor accounted for
over 10.0% of total Trade accounts receivable and vendor rebates receivable and
the related maximum credit risk exposure corresponds to their carrying amount.

The Company mitigates the credit risk related to Cash and cash
equivalents, Credit and debit cards receivable by dealing with major financial
institution that have very low or minimal credit risk. As at April 26, 2009, the
maximum credit risk exposure related to Cash and cash equivalents, Credit and
debit cards receivable corresponds to their carrying amount.

The Company is exposed to credit risk arising from its interest
rate swap when this swap results in a receivable from the financial
institutions. In accordance with its risk management policy, the Company has
entered into this swap with a major financial institution with a very low risk
of default to reduce such credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter
difficulties in meeting its obligations associated with financial liabilities
and lease commitments. The Company is exposed to this risk mainly through its
Long-term debt, Accounts payable and accrued expenses and lease agreements. The
Companys liquidities are provided mainly by cash flows from operating
activities, borrowings available under its revolving credit facilities as well
as potential sale and leaseback transactions.

On an ongoing basis, the Company monitors rolling forecasts of
its liquidity reserve on the basis of expected cash flows taking into account
operating needs, tax situation and capital requirements and ensures that it has
sufficient flexibility under its available liquidity resources to meet its
obligations.

The contractual maturities of financial liabilities as at April
26, 2009 are as follows:

Between one
    
    
    Between twoCarrying
    
    
    Contractual
    
    
    Less than
    
    
    and two
    
    
    and five
    
    
    More thanamount
    
    
    cash flows
    
    
    one year
    
    
    years
    
    
    years
    
    
    five years**$**
    
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**
    
    
    **$**Non-derivative financial liabilities:Accounts payable and accrued
      
       liabilities
    
    510.3
    
    
    510.3
    
    
    510.3
    
    
    -
    
    
    -
    
    
    -Term revolving unsecured operating
             credit A
    
    253.0
    
    
    262.6
    
    
    2.8
    
    
    2.8
    
    
    257.0
    
    
    -Term revolving unsecured
      operating        credit B
    
    128.3
    
    
    133.1
    
    
    1.4
    
    
    1.4
    
    
    130.3
    
    
    -Subordinated unsecured debt
    
    351.7
    
    
    459.7
    
    
    23.5
    
    
    23.5
    
    
    412.7
    
    
    -Other long-term debt
    
    16.2
    
    
    20.3
    
    
    4.4
    
    
    4.1
    
    
    7.5
    
    
    4.31,259.5
    
    
    1,386.0
    
    
    542.4
    
    
    31.8
    
    
    807.5
    
    
    4.3


Alimentation Couche-Tard Inc. / 25

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

22. Financial instruments and capital risk management
(continued)

Fair values

The fair values of financial assets and liabilities, together
with the carrying amounts shown in the consolidated balance sheets, are as
follows:

|                                                                 |  |                 |  |  | 2009       |  |  |                 |   |  | 2008             |  
|---------------------------------------------------------------- |  | --------------- |  |  | ---------- |  |  | --------------- | - |  | ---------------- | -
|                                                                 |  | Carrying amount |  |  | Fair value |  |  | Carrying amount |   |  | Fair
      value |  
|                                                                 |  | **$**           |  |  | **$**      |  |  | $               |   |  | $                |  
|Cash and cash equivalents                                        |  | 173.3           |  |  | 173.3      |  |  | 216.0           |   |  | 216.0            |  
|Trade accounts receivable and vendor rebates
         receivable |  | 106.8           |  |  | 106.8      |  |  | 102.3           |   |  | 102.3            |  
|Credit and debit cards receivable                                |  | 102.4           |  |  | 102.4      |  |  | 133.0           |   |  | 133.0            |  
|Accounts payable and accrued expenses                            |  | 510.3           |  |  | 510.3      |  |  | 618.0           |   |  | 618.0            |  
|Term revolving unsecured operating credit
      granted A        |  | 253.0           |  |  | 253.0      |  |  | 500.3           |   |  | 500.3            |  
|Term revolving unsecured operating credit granted B              |  | 128.3           |  |  | 128.3      |  |  | -               |   |  | -                |  
|Subordinated unsecured debt                                      |  | 351.7           |  |  | 346.2      |  |  | 334.7           |   |  | 353.5            |  
|Other long-term debt                                             |  | 16.2            |  |  | 16.2       |  |  | 7.2             |   |  | 7.2              |  
|Interest rate swaps (a)                                          |  | 2.6             |  |  | 2.6        |  |  | (3.8            | ) |  | (3.8             | )



| | (a) | A negative amount indicates an amount payable by the
      Company.
| | --- | -------------------------------------------------------------------

The following methods and assumptions were used to determine
the estimated fair value of each class of financial instruments:

|● | The fair value of Cash and cash equivalents, Trade
      accounts receivable and vendor rebates receivable, Credit and debit cards
      receivable, receivable related to interest rate swaps and Accounts payable
      and accrued liabilities is comparable to their carrying amount, given the
      short maturity periods;                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
|● | the fair value of the Subordinated unsecured debt has
      been estimated based on the discounted cash flows of the debt at the
      Companys estimated incremental borrowing rates for debt of the same
      remaining maturities;                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
|● | there is no significant difference between the fair value
      and the carrying amount of other Long-term debt given that the largest
      loans bear interest at variable rates;                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
|● | the fair value of interest rate swaps is estimated by
      obtaining quotes (marked to market) from the Companys banks and by
      adjusting it to take the counterpartys credit rating into account. The
      quoted prices generally reflect the estimated amount that the Company
      would receive (favourable) or pay (unfavourable) to settle these
      agreements at the reporting date.

Capital risk management

The Companys objectives when managing capital are to safeguard
the Companys ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The Companys capital is
comprised of total Shareholders equity and net interest-bearing debt. Net
interest-bearing debt refers to Long-term debt and its current portion, net of
Cash and cash equivalents and temporary investments, if any.

In order to maintain or adjust the capital structure, the
Company may issue new shares, redeem shares, sell assets to reduce debt or
adjust the amount of dividends paid to shareholders.

In its capital structure, the Company considers its stock
option and deferred share unit plans. The Companys stock redemption plan is
also one of the tools it uses to achieve its objectives.

Consistent with others in the industry, the Company monitors
capital on the basis of the net interest-bearing debt to total capitalization
ratio (the ratio) and also monitors its credit ratings as determined by third
parties. As at the balance sheet date, the ratio was as follows:

|                                                        |  | 2009    |  |  | 2008    | 
|------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                        |  | $       |  |  | $       | 
|Current portion of long-term debt                       |  | 3.9     |  |  | 1.2     | 
|Long-term debt                                          |  | 745.3   |  |  | 841.0   | 
|Cash and cash equivalents                               |  | 173.3   |  |  | 216.0   | 
|Net interest-bearing debt                               |  | 575.9   |  |  | 626.2   | 
|Shareholders equity                                    |  | 1,326.0 |  |  | 1,253.7 | 
|Net interest-bearing debt                               |  | 575.9   |  |  | 626.2   | 
|Total capitalization                                    |  | 1,901.9 |  |  | 1,879.9 | 
|Net interest-bearing debt to total capitalization ratio |  | 30.3%   |  |  | 33.3%   | 

The decrease in the net interest-bearing debt to total
capitalization ratio resulted primarily from the increase in Shareholders
equity and from the decrease in Long-term debt and Cash and cash equivalents.

Alimentation Couche-Tard Inc. / 26

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

22. Financial instruments and capital risk management
(continued)

Under its Term revolving unsecured operating credit, the
Company must meet the following ratios on a consolidated basis:

|● | a leverage ratio, which is the ratio of total Long-term
      debt less Cash and cash equivalents to EBITDA for the four most recent
      quarters. EBITDA (Earnings Before Interest, Taxes, Depreciation and
      Amortization) is a non-GAAP measure;              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                        
|● | a fixed charge coverage ratio, which is the ratio of
      EBITDAR for the four most recent quarters to the total interest expense
      and the rent payments in the same periods. EBITDAR is a non-GAAP measure
      and is calculated as EBITDA plus rent payments.

The Company is in compliance with these covenants and monitors
them on an ongoing basis.

The Company is not subject to any other significant externally
imposed capital requirement.

23. Contractual obligations

Minimum lease payments

As at April 26, 2009, the Company has entered into operating
lease agreements expiring on various dates until 2031 which call for aggregate
minimum lease payments of $1,542.8 in the United States and of Cdn$775.5 in
Canada for the rental of commercial space, equipment and a warehouse. Several of
these leases contain renewal options and certain sites are subleased to
franchise holders. The minimum lease payments for the next fiscal years are as
follows:

United States
    
    
    Canada$
    
    
    Cdn$2010
    
    134.4
    
    
    88.22011
    
    128.3
    
    
    76.62012
    
    123.4
    
    
    68.02013
    
    115.6
    
    
    59.72014
    
    102.4
    
    
    50.62015 and thereafter
    
    938.7
    
    
    432.4


Purchase commitments

The Company has concluded agreements to acquire, during the
next fiscal year, equipment which call for aggregate payments of Cdn$0.8.

Moreover, the Company has entered into various product purchase
agreements that require it to purchase minimum amounts or quantities of
merchandise and motor fuel annually. The Company has generally exceeded such
minimum requirements in the past and expects to continue doing so for the
foreseeable future. Failure to satisfy the minimum purchase requirements could
result in termination of the contracts, change in pricing of the products,
payments to the applicable providers of a predetermined percentage of the
commitments and repayments of a portion of rebates received.

24. Contingencies and guarantees

Contingencies

Various claims and legal proceedings have been initiated
against the Company in the normal course of its operations. In management's
opinion, these claims and proceedings are unfounded. Management estimates that
any payments resulting from their outcome are not likely to have a substantial
negative impact on the Company's results and financial position.

Guarantees

Sublease agreements

The Company entered into a number of agreements to sublease
premises to third parties. Under some of these agreements, the Company retains
ultimate responsibility to the landlord for payment of amounts under the lease
agreements should the sublessees fail to pay. The total future lease payments
under such agreements are approximately $2.2 and their fair value is not
significant. Historically, the Company has not made any significant payments in
connection with these indemnification provisions.

Alimentation Couche-Tard Inc. / 27

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

25. Segmented information

The Company operates convenience stores in the United States
and Canada. It essentially operates in one reportable segment, the sale of goods
for immediate consumption and motor fuel through corporate stores or franchise
operations. It operates a convenience store chain under several banners,
including Couche-Tard, Mac's and Circle K. Revenues from outside sources fall
mainly into two categories: merchandise and services and motor fuel.

Information on the principal revenue classes as well as
geographic information is as follows:

2009
    
    
    
    
    
    
    
    
    2008US
    
    
    Canada
    
    
    Total
    
    
    US
    
    
    Canada
    
    
    Total**$**
    
    
    **$**
    
    
    **$**
    
    
    $
    
    
    $
    
    
    $External customer revenues(a)Merchandise and services
    
    3,742.6
    
    
    1,673.8
    
    
    5,416.4
    
    
    3,476.3
    
    
    1,724.4
    
    
    5,200.7Motor fuel
    
    8,865.2
    
    
    1,499.5
    
    
    10,364.7
    
    
    8,891.6
    
    
    1,277.7
    
    
    10,169.312,607.8
    
    
    3,173.3
    
    
    15,781.1
    
    
    12,367.9
    
    
    3,002.1
    
    
    15,370.0Gross profitMerchandise and services
    
    1,226.2
    
    
    574.9
    
    
    1,801.1
    
    
    1,146.5
    
    
    601.1
    
    
    1,747.6Motor fuel
    
    545.6
    
    
    89.9
    
    
    635.5
    
    
    393.9
    
    
    82.0
    
    
    475.91,771.8
    
    
    664.8
    
    
    2,436.6
    
    
    1,540.4
    
    
    683.1
    
    
    2,223.5Property and equipment and goodwill (a)
    
    1,735.3
    
    
    438.9
    
    
    2,174.2
    
    
    1,643.2
    
    
    507.7
    
    
    2,150.9




|                                        |  |         |  |  |         |  |  | 2007     | 
|--------------------------------------- |  | ------- |  |  | ------- |  |  | -------- | 
|                                        |  | US      |  |  | Canada  |  |  | Total    | 
|                                        |  | $       |  |  | $       |  |  | $        | 
|External customer revenues(a)           |  |         |  |  |         |  |  |          | 
|Merchandise and services                |  | 3,116.6 |  |  | 1,500.4 |  |  | 4,617.0  | 
|Motor fuel                              |  | 6,514.6 |  |  | 955.8   |  |  | 7,470.4  | 
|                                        |  | 9,631.2 |  |  | 2,456.2 |  |  | 12,087.4 | 
|Gross profit                            |  |         |  |  |         |  |  |          | 
|Merchandise and services                |  | 1,046.9 |  |  | 526.6   |  |  | 1,573.5  | 
|Motor fuel                              |  | 372.1   |  |  | 58.9    |  |  | 431.0    | 
|                                        |  | 1,419.0 |  |  | 585.5   |  |  | 2,004.5  | 
|Property and equipment and goodwill (a) |  | 1,572.0 |  |  | 473.4   |  |  | 2,045.4  | 



| | (a) | Geographic areas are determined according to where the
      Company generates operating income (where the sale takes place) and
      according to the location of the property and equipment and
    goodwill.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26. Subsequent event

On May 28, 2009, the Company acquired 43 corporate stores in
the Phoenix, Arizona region, United-States from ExxonMobil Corporation
(ExxonMobil). The land and buildings of ten of these sites are leased. As per
the agreement, ExxonMobil also transferred to Couche-Tard the On the
Run trademark rights in the United Sates as well as 450 franchised stores
operating under this trademark in the United States.

27. Reconciliation of Canadian and United States Generally
Accepted Accounting Principles

The consolidated financial statements have been prepared in
accordance with Canadian GAAP, which differ in certain respects from generally
accepted accounting principles in the United States (US GAAP). Such measurement
differences, as they relate to the Company, are summarized below.

A. US GAAP adjustments

Reconciliation of Net Earnings

|                                                      |  | 2009  |   |  | 2008  |   |  | 2007  |  
|----------------------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                                      |  | $     |   |  | $     |   |  | $     |  
|Net earnings in accordance with Canadian
      GAAP   |  | 253.9 |   |  | 189.3 |   |  | 196.4 |  
|Adjustments with respect to                           |  |       |   |  |       |   |  |       |  
|Sale and leaseback transactions
      (a)             |  | (10.0 | ) |  | (7.2  | ) |  | (5.6  | )
|Loss on subleases (b)                                 |  | 0.4   |   |  | 0.3   |   |  | (1.5  | )
|Deferred charges and other assets
      (c)           |  | 0.3   |   |  | 0.3   |   |  | 0.3   |  
|Tax effect
      of above adjustments                 |  | 1.6   |   |  | 2.7   |   |  | 2.8   |  
|Adjustment to net earnings in accordance with US GAAP |  | (7.7  | ) |  | (3.9  | ) |  | (4.0  | )
|Net earnings in
      accordance with US GAAP         |  | 246.2 |   |  | 185.4 |   |  | 192.4 |  
|Net earnings per share in accordance with US GAAP     |  |       |   |  |       |   |  |       |  
|Basic                                                 |  | 1.27  |   |  | 0.92  |   |  | 0.95  |  
|Diluted                                               |  | 1.25  |   |  | 0.90  |   |  | 0.92  |  

Alimentation Couche-Tard Inc. / 28

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

27. Reconciliation of Canadian and United States Generally
Accepted Accounting Principles (continued)

Reconciliation of Shareholders Equity

|                                                                                        |  | 2009    |   |  | 2008    |  
|--------------------------------------------------------------------------------------- |  | ------- | - |  | ------- | -
|                                                                                        |  | **$**   |   |  | $       |  
|Shareholders Equity in accordance with
      Canadian GAAP                             |  | 1,326.0 |   |  | 1,253.7 |  
|Adjustments with respect to                                                             |  |         |   |  |         |  
|Sale and leaseback
      transactions (a)- net of income taxes of $19.3 ($17.3 in 2008) |  | (31.2   | ) |  | (23.2   | )
|Loss on subleases (b)- net of
      income taxes of $0.3 ($0.5 in 2008)                 |  | (0.5    | ) |  | (0.7    | )
|Deferred charges and other
      assets (c)- net of income taxes of $0.7 ($1.2 in 2008) |  | (2.3    | ) |  | (3.1    | )
|Pension expense (d)- net of income
      taxes of $3.0 ($ 4.9 in 2008)                  |  | (7.5    | ) |  | (10.9   | )
|Supplier rebates and other supplier payments
      (e)                                  |  | (0.6    | ) |  | (0.6    | )
|Adjustments to
      Shareholders Equity in accordance with US GAAP                    |  | (42.1   | ) |  | (38.5   | )
|Shareholders Equity in accordance with US GAAP                                         |  | 1,283.9 |   |  | 1,215.2 |  

a) Sale and leaseback transactions

Under Canadian GAAP, certain leases concluded in conjunction
with sale and leaseback transactions have been afforded operating lease
treatment and the gain on sale is deferred and amortized over the term of the
lease. Under US GAAP, these transactions in which the Company has a continuing
involvement in the underlying assets have been accounted for under the financing
method. Under this method, the Company records the sale proceeds as a liability,
recognizes interest expense, and continues to record and amortize the related
assets. The accounting for the sale and leaseback transactions under the
financing method will continue until the Companys continuing involvement in the
related assets ceases. Consequently, under US GAAP, no gain is recorded on these
transactions.

As at April 26, 2009 and April 27, 2008, the impact on
Shareholders Equity is as follows:

|                                             |  | 2009   |   |  | 2008   |  
|-------------------------------------------- |  | ------ | - |  | ------ | -
|                                             |  | **$**  |   |  | $      |  
|Property and equipment                       |  | 150.9  |   |  | 157.0  |  
|Long term future income taxes                |  | 19.3   |   |  | 17.3   |  
|Long term debt                               |  | (266.8 | ) |  | (264.7 | )
|Deferred credits
      and other liabilities |  | 65.4   |   |  | 67.2   |  
|                                             |  | (31.2  | ) |  | (23.2  | )

b) Loss on subleases not involving an exiting
activity

Under US GAAP, regardless of whether a company is exiting an
activity, FASB Technical Bulletin 79-15 requires the companys recognition of a
liability and a corresponding charge if costs are expected to be incurred in
excess of revenue on an operating sublease. There is no such specific
requirement under Canadian GAAP.

c) Deferred charges and other assets

Under Canadian GAAP, certain development expenses are deferred
and amortized as part of other assets or property and equipment over a period of
five to seven years. Under US GAAP, those costs are charged to consolidated
earnings as incurred.

Alimentation Couche-Tard Inc. / 29

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

27. Reconciliation of Canadian and United States Generally
Accepted Accounting Principles (continued)

d) Pension expense

On April 29, 2007, the Company adopted prospectively SFAS No.
158, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R). This
standard requires an employer to recognize the overfunded or underfunded status
of a defined benefit postretirement plan as an asset or liability in its balance
sheet and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income. The standard does not change the
accounting for the Companys defined contribution plans. The Company currently
measures its plan assets and benefit obligations at the end of each fiscal year.

The following tables present the application of SFAS No. 158 on
individual line items in the consolidated balance sheets as at April 27, 2008:

|                                                       |  |          |  |  | 2008        |   |  |         |  
|------------------------------------------------------ |  | -------- |  |  | ----------- | - |  | ------- | -
|                                                       |  | Canadian |  |  | SFAS 158    |   |  |         |  
|                                                       |  | GAAP     |  |  | adjustments |   |  | US GAAP |  
|                                                       |  | $        |  |  | $           |   |  | $       |  
|Short-term future income taxes                         |  | -        |  |  | 0.2         |   |  | 0.2     |  
|Other assets                                           |  | 8.7      |  |  | (7.4        | ) |  | 1.3     |  
|Long-term future income taxes                          |  | 3.2      |  |  | 2.4         |   |  | 5.6     |  
|Total asset adjustments                                |  |          |  |  | (4.8        | ) |  |         |  
|Accounts payable and accrued liabilities               |  | -        |  |  | 0.5         |   |  | 0.5     |  
|Deferred credits and other liabilities                 |  | 10.4     |  |  | 7.9         |   |  | 18.3    |  
|Long-term future income taxes                          |  | 2.7      |  |  | (2.3        | ) |  | 0.4     |  
|Retained earnings                                      |  | -        |  |  | (0.9        | ) |  | (0.9    | )
|Accumulated other comprehensive income                 |  | -        |  |  | (10.0       | ) |  | (10.0   | )
|Total liabilities and shareholders equity adjustments |  |          |  |  | (4.8        | ) |  |         |  

e) Supplier rebates and other supplier payments

On January 30, 2004, the Company applied EIC-144, Accounting
by a Customer (Including a Reseller) for Certain Consideration Received from a
Vendor, both early and retroactively. Consequently, prior years financial
statements, purchase price allocation and related goodwill have been restated.
This new standard was applicable for all existing arrangements.

For US GAAP purposes, effective January 1, 2003, the Company
adopted the provisions of EITF No. 02-16, Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor. Under such
provisions, the cumulative effect of the change in accounting policy has been
included in the statement of earnings during the year of adoption of the
accounting policy. This new standard was applicable to new arrangements entered
into after December 31, 2002. The fact that, under US GAAP, some agreements were
excluded from the scope of EITF No. 02-16, generated a permanent adjustment to
Shareholders equity.

B. New pronouncements under US GAAP

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements, which is effective for fiscal years beginning after November 15,
2007 and for interim periods within those years. This statement defines fair
value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements. As at April 28, 2008, the Company has elected to
partially adopt SFAS No. 157 in accordance with FASB Staff Position No. FAS
157-2 (FSP FAS No. 157-2), which delays the effective date of SFAS No. 157 to
fiscal years beginning after November 15, 2008 for all non-recurring fair value
measurements of non-financial assets and non-financial liabilities that are
recognized or disclosed at fair value in the financial statements on a
non-recurring basis including those measured at fair value in goodwill
impairment testing, asset retirement obligations initially measured at fair
value, exit and disposal costs initially measured at fair value, and those
initially measured at fair value in a business combination.

In February 2008, the FASB issued FSP FAS No. 157-1 (FSP),
which removes leasing transactions accounted for under FAS No. 13 and related
guidance from the scope of FAS No. 157. The FSP addresses implementation issues
affecting leasing transactions, including those associated with the different
definitions of fair value in FAS Nos. 13 and 157 and the application of the fair
value measurement objective under FAS No. 157 to estimated residual values of
leased properties. The FSP was effective upon initial adoption of FAS No. 157
and the Company adopted its provisions without significant impact.

In October 2008, the FASB issued FSP FAS No. 157-3, which
clarifies the application of SFAS No. 157 in cases where the market for the
asset is not active.

FSP FAS No. 157-3 is effective upon issuance. The
Company considered the guidance provided by this FSP in the preparation of its
financial statements.

The implementation of SFAS No. 157 for financial assets and
financial liabilities, effective February 4, 2008, did not have an impact on the
Companys consolidated financial position and results of operations. The Company
is currently assessing the impact of fully adopting SFAS No. 157 on its future
disclosure for non-financial assets and non-financial liabilities. The Company
will adopt these recommendations on April 27, 2009.

Fair Value Option for Financial Assets and Financial
Liabilities

On April 28, 2008, the Company adopted Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an amendment of FASB Statement No. 115 (SFAS
No. 159). SFAS No. 159 provides companies with the option to measure many
financial instruments and certain other items at fair value at specified
election dates. The implementation of these recommendations did not have any
impact on the Companys consolidated financial statements.

Alimentation Couche-Tard Inc. / 30

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the
years ended April 26, 2009, April 27, 2008 and April 29, 2007 (in millions
of US dollars, except share and stock option data)

27. Reconciliation of Canadian and United States Generally
Accepted Accounting Principles (continued)

C. Accounting pronouncements not yet implemented

In December 2007, the FASB issued Statement of Financial
Accounting Standards No. 141(R), Business Combinations (SFAS No. 141(R)). SFAS
No. 141(R) replaces SFAS No. 141, Business Combinations, but retains the
requirement that the purchase method of accounting for acquisitions be used for
all business combinations. SFAS No. 141(R) better defines the acquirer and the
acquisition date in a business combination, establishes principles for
recognizing and measuring the assets acquired (including goodwill), the
liabilities assumed and any non-controlling interests in the acquired business
and requires expanded disclosures from those previously required by SFAS No.
141. In addition SFAS No. 141(R) requires acquisition costs be expensed as
incurred. SFAS No. 141(R) also requires that, from the date of adoption of SFAS
No. 141(R), any change in valuation allowance or uncertain tax position related
to an acquired business, irrespective of the acquisition date, shall be recorded
as an adjustment to income tax expense and not as an adjustment to goodwill as
had previously been required under SFAS No. 141. SFAS No. 141(R) will be
effective for all business combinations with an acquisition date on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, and early adoption is not permitted. The Company will adopt SFAS No.
141(R) as of the beginning of the first quarter of its 2010 fiscal year.

In December 2007, the FASB also issued Statement of Financial
Accounting Standards No. 160, Non-controlling Interests in Consolidated
Financial Statements (SFAS No. 160). SFAS No. 160 amends Accounting Research
Bulletin ARB No. 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the non-controlling interest in a
subsidiary and for deconsolidation of a subsidiary. SFAS No. 160 will be
effective for financial statements issued for fiscal years beginning on or after
December 15, 2008 and interim periods within those fiscal years. The Company is
currently evaluating the impact SFAS No. 160 will have on its consolidated
financial statements. The Company will adopt these recommendations on April 27,
2009.

In March 2008, the FASB issued Statement of Financial
Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities (SFAS No. 161). SFAS No. 161 is an amendment of FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 161 requires enhanced disclosures about an entitys
derivative and hedging activities. SFAS No. 161 amends and expands the
disclosure requirements of SFAS No. 133 with the intent to provide users of
financial statements adequate information about how derivative and hedging
activities affect an entitys financial position, financial performance and cash
flows. SFAS No. 161 will be effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company is
currently evaluating the impact SFAS No. 161 will have on its consolidated
financial statements. The Company will adopt these recommendations on April 27,
2009.

In March 2008, the FASB concluded its re-deliberations on FSP
APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement), deciding to retain
its original proposal related to this matter. FSP APB 14-1 applies to
convertible debt instruments that, by their stated terms, may be settled in cash
(or other assets) upon conversion, including partial cash settlement, unless the
embedded conversion option is required to be separately accounted for as a
derivative under SFAS No. 133. FSP APB 14-1 will require that the issuer of a
convertible debt instrument within its scope separately account for the
liability and equity components in a manner that will reflect the issuers
non-convertible debt borrowing rate when interest cost is recognized in
subsequent periods. SFAS No. 160 will be effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and interim
periods within those fiscal years. The Company is currently evaluating the
impact FSP APB 14-1 will have on its consolidated financial statements. The
Company will adopt these recommendations on April 27, 2009.

In April 2008, the FASB issued Staff Position No. FAS 142-3,
Determination of the Useful Life of Intangible Assets (FSP FAS 142-3). This
Staff Position amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets. This new guidance also provides additional disclosure
requirements related to recognized intangible assets. FSP FAS 142-3 is effective
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years. Early adoption is prohibited. The impact of adopting this
standard will be limited to intangible identified on or after April 27, 2009.
The Company is currently evaluating the impact, if any, that the adoption of
this standard might have on its disclosures concerning already recognized
intangible assets.

In June 2008, the EITF reached a consensus in Issue No. 07-5,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entitys Own Stock (EITF 07-5). This Issue addresses the determination of
whether an instrument (or an embedded feature) is indexed to an entitys own
stock, which is the first part of the scope exception in paragraph 11(a) of SFAS
133. EITF 07-5 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early application is not
permitted. The Company does not expect the adoption of this accounting guidance
to impact its results of operations or financial position. The Company will
adopt these recommendations on April 27, 2009.

In May 2009, the FASB issued SFAS 165, Subsequent Events.
This statement introduces the concept of financial statements being "available
to be issued". It requires the disclosure of the date through which an entity
has evaluated subsequent events and the basis for that date, that is, whether
that date represents the date the financial statements were issued or were
available to be issued. This Statement should not result in significant changes
in the subsequent events that the company may report, either through recognition
or disclosure, in its financial statements. This statement is effective for
financial statements issued for fiscal years and interim periods ending after
June 15, 2009. The Company will adopt these recommendations on April 27, 2009.

Alimentation Couche-Tard Inc. / 31

---

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.

Undertaking

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.

B.

Consent to Service of Process

The
Registrant has previously filed with the Commission a Form F-X.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

|              | ALIMENTATION COUCHE-TARD INC.     
|------------- | ----------------------------------
|              |                                   
|              |                                   
|July 14, 2009 | By: /s/ Sylvain Aubry             
|              |                                   
|              | Sylvain Aubry                     
|              | Senior Director, Legal Affairs and
|              | Corporate Secretary               

EXHIBIT INDEX

|       |                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number | Document                                                                                                                                                          
|       |                                                                                                                                                                   
|99.1   | Consent letter from
    PricewaterhouseCoopers LLP.                                                                                                               
|       |                                                                                                                                                                   
|99.2   | Consent letter from Raymond Chabot Grant
    Thornton LLP                                                                                                         
|       |                                                                                                                                                                   
|99.3   | Report of Independent
    Registered Public Accounting Firm                                                                                                       
|       |                                                                                                                                                                   
|99.4   | Certification pursuant to Rule 13a-14 or
    15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (Alain Bouchard)
|       |                                                                                                                                                                   
|99.5   | Certification pursuant to
    Rule 13a-14 or 15d-14 of the Exchange Act, as adopted pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002 (Raymond Paré)  
|       |                                                                                                                                                                   
|99.6   | Certification pursuant to Title 18, United
    States Code, Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002 (Alain Bouchard)

|     |                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.7 | Certification pursuant to Title
    18, United States Code, Section 1350 as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002 (Raymond Paré)



---