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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 40-F

|_| REGISTRATION STATEMENT PURSUANT TO
SECTION 12 OF THESECURITIES EXCHANGE ACT OF 1934

|X| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THETHE SECURITIES EXCHANGE ACT OF 1934

|For the fiscal year ended April 25, 2010 | Commission File Number 333-10100
|---------------------------------------- | --------------------------------

ALIMENTATION COUCHE-TARD INC.(Exact name of
Registrant as specified in its charter)

|Quebec                             | 5412                         | Not Applicable     
|---------------------------------- | ---------------------------- | -------------------
|(Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|incorporation or organization)     | Classification Code Number)  | Identification No.)

4204 Industriel Blvd.Laval, Quebec H7L 0E3,
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:None

Securities registered or to be registered pursuant to Section
12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:None

For annual reports, indicate by check mark the information filed
with this Form:

||X| Annual information form | |X| Audited annual financial statements
|--------------------------- | ---------------------------------------

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 53,706,712 Multiple Voting Shares and
129,942,597 Subordinate Voting Shares outstanding as at April 25, 2010. The
Registrants shares are traded on the Toronto Stock Exchange.

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

1

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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
|_|                         
No |X|.

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
|_|                         No
| X |.

[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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INTRODUCTORY NOTE

Alimentation Couche-Tard Inc. (the Registrant) is a Canadian
issuer eligible to file its annual report pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 40-F
pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The
Registrant is a foreign private issuer as defined in Rule 3b-4 under the
Exchange Act. Equity securities of the Registrant are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act by reason of Rule
3a12-3 thereunder.

DOCUMENTS FILED WITH THIS FORM 40-F

|1. | Annual Information Form of the Registrant for the fiscal
      year ended April 25, 2010.                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Consolidated balance sheets of the Registrant as at April
      25, 2010 and April 26, 2009 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 25, 2010 and related notes, 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 25,
    2010.                                                                                                                                                                                                                                                                                                      

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 25, 2010 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 ONINTERNAL CONTROL OVER
FINANCIAL REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting for Alimentation Couche-Tard
Inc, as such term is defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934 (United States) and Canadian securities regulations. With our
participation management carried out an evaluation of the effectiveness of our
internal control over financial reporting, as of the end of the Registrants
fiscal year ended April 25, 2010. 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 Alimentation Couche-Tard Inc.s internal control over
financial reporting was effective as at April 25, 2010.

The effectiveness of the Registrants internal control over
financial reporting as at April 25, 2010, 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
July 13, 2010, which accompanies the Registrants audited consolidated financial
statements, filed with this annual report on Form 40-F. July 13, 2010

|(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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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(b) 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.

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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, 4204 Industriel Blvd., Laval,
Québec, H7L 0E3. There were no amendments or waivers to the Code of Ethics in
fiscal 2010.

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 14 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 25, 2010





July 13, 2010

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TABLE OF CONTENTS

|Subject                                                     | Page
|----------------------------------------------------------- | ----
|                                                            |     
|Forward-Looking Statements                                  | 3   
|The Company                                                 | 3   
|- Name and Incorporation                                    | 3   
|- Inter-company Relationships                               | 4   
|General Development of the Business                         | 4   
|- Overview                                                  | 4   
|- History                                                   | 4   
|- Highlights of last three fiscal years                     | 5   
|Business                                                    | 6   
|- Business Strengths                                        | 6   
|- Store Network                                             | 7   
|- Merchandise Operations                                    | 9   
|- Distribution and Suppliers                                | 9   
|- Fuel Operations                                           | 10  
|- Information Systems                                       | 10  
|- Employees and Training                                    | 10  
|- Trade Names, Service Marks and Trademarks                 | 11  
|Competition                                                 | 11  
|Environmental Matters                                       | 11  
|Regulatory Matters                                          | 12  
|Risk Factors                                                | 12  
|Dividends                                                   | 12  
|Capital Structure                                           | 12  
|Ratings                                                     | 13  
|Market for Securities                                       | 13  
|Directors and Senior Officers                               | 14  
|- Directors                                                 | 14  
|- Senior Officers                                           | 16  
|Legal Proceedings                                           | 20  
|Transfer Agent and Registrar                                | 20  
|Material Contracts                                          | 20  
|Interests of Expert                                         | 21  
|Audit Committee Disclosure                                  | 21  
|- Charter                                                   | 21  
|- Composition of the Audit Committee                        | 23  
|- Financial Literacy                                        | 23  
|- Internal Controls                                         | 23  
|- Policy on the Approval of Non-audit Services              | 23  
|- Code of Ethics for CEO, CFO and Senior Financial Officers | 24  
|- Whistle-Blowing Policy                                    | 24  
|- Auditors Fees                                            | 24  
|Additional Information                                      | 25  

2

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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 13, 2010, 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 25, 2010, the Company had a total market
capitalization of approximately Cdn$ 3.4 billion.

The head office of the Company is located at 4204 Industriel
Blvd., Laval, Québec, H7L 0E3.

3

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Inter-company 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 largest independent convenience store operator in North
America (whether integrated or not with a petroleum company) in terms of number
of company-operated stores. As at April 25, 2010, its network consisted of 5,878
convenience stores, 4,146 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 covering 43 American states and the District of
Columbia.

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 competitors 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, 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 Mart and 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 Kentucky. In August 2002, Couche-Tard
acquired 287 stores operated under the Dairy Martbanner located in these
states as well as 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 stores under franchise or license agreements. During the last
fiscal years, the Company closed numerous acquisitions allowing it to reinforce
its presence in current markets and entering new ones.

4

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Highlights of Last Three Fiscal Years

Fiscal 2010

In April 2010, the Company submits to Caseys General Stores
Inc (Caseys) board of directors an offer to acquire all the outstanding
common shares of Caseys for $36.00 per share in cash. On June 2, 2010, we
commenced our tender offer to acquire all of the outstanding shares of common
stock (including preferred stock purchase rights) of Caseys for $36.00 per
share, payable in cash.

Also in April 2010, the Company purchased eight
company-operated stores in central North Carolina, United-States from Accel
Marketing LLC. The Company owns the buildings and land for all eight sites.

In February 2010, the Company acquired from BP West Coast
Products LLC their terminal facilities located in Phoenix, Arizona in the United
States. The terminal facilities include 16 storage tanks with a storage capacity
of 220,000 barrels. The terminal is approved for 44,000 barrels per day and has
access to petroleum products from refineries on the West Coast and in the Gulf
Coast region of the United States.

In January 2010, through its joint venture with Shell Oil
Products US (Shell), RDK Ventures LLC (RDK), the Company participated in the
acquisition of 100 stores owned by Shell, 69 of which are company-operated and
the remaining 31 stores are operated by third party operators. RDK leases the
land and buildings related to 55 sites, it owns the buildings and leases the
land for five sites and it owns both these assets for the other sites.

In May 2009, the Company purchased 43 company-operated stores
in the Phoenix, Arizona region, United-States from ExxonMobil Corporation. The
Company leases the land and buildings related to nine sites, it owns the
building and leases the land for one site, while it owns both these assets for
the other sites. Under the same transaction, ExxonMobil also transferred to the
Company the On the Run trademark rights in the United States as well as
444 franchised stores operating under this trademark in the United States.

Since the beginning of the fiscal year, the Company also
acquired 16 stores through 12 distinct transactions. The Company owns the land
and buildings for eight sites while it leases both these assets for the other
eight sites.

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.

5

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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.

During the 2009 fiscal year, the Company also acquired two
other stores through two distinct transactions.

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.

During the 2008 fiscal year, the Company also acquired 18
stores through 15 distinct transactions.

BUSINESS

Business Strengths

Leading Market Position. Couche-Tard has a network of
5,878 convenience stores which makes it the largest independent convenience
store operator in North America in terms of number of company-operated 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 $16 billion in revenues in fiscal 2010 and 30 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 manages the closure of under-performing stores.

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:

6

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Decentralized Management
Structure. Couche-Tard believes that its entrepreneurial culture 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 their 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 has implemented 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,
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 and
Service. Couche-Tard has been able to focus on growing and developing its
in-store merchandise and service 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 25, 2010, its senior executive management team,
including its Chairman of the Board, collectively owned approximately 22% of
Alimentation Couche-Tard Inc.s stock and controlled approximately 57% of the
voting rights of all issued and outstanding shares. Furthermore, its 12
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 the Macs brand
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 25, 2010.

7

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Total
    TotalNumber
    Company-
    Total
    Percentageof
    Operated
    Affiliated
    of TotalRegion
    Provinces/States
    Stores
    Stores
    Stores
    StoresEastern Canada
    Québec, Prince
      Edward Island, New- Brunswick, Nova Scotia, Newfoundland and Labrador
    975
    677
    298
    16.58%Central Canada
    Ontario
    770
    571
    199
    13.10%Western Canada
    Alberta, British
      Columbia, Manitoba, Saskatchewan
    287
    287
    -
    4.88%U.S. Midwest
    Illinois,
      Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin
    490
    424
    66
    8.34%U.S. Great Lakes
    Connecticut,
      Delaware, District of Columbia, Indiana, Kentucky, Maine, Maryland,
      Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio,
      Pennsylvania, Rhode Island, Vermont, West Virginia
    718
    460
    258
    12.22%U.S. West Coast
    California,
      Hawaii, Oregon, Washington
    483
    163
    320
    8.22%U.S. Arizona Region
    Arizona, Nevada,
      Utah
    645
    628
    17
    10.97%U.S. Southeast
    Alabama, Georgia,
      North Carolina, South Carolina, Virginia
    327
    271
    56
    5.56%U.S. Southwest
    Colorado, Kansas,
      Missouri, New-Mexico, Oklahoma, Texas
    423
    223
    200
    7.20%U.S. Florida
    Florida
    412
    408
    4
    7.01%U.S. Gulf Coast
    Alabama,
      Arkansas, Florida, Louisiana, Mississippi, Tennessee
    348
    296
    52
    5.92%Total
    
    5,878
    4,408
    1,470
    100%


Couche-Tard owns 1,311 land and 1,335 buildings and although it
leases most of its sites, it believes that none of the lease agreements is
individually material to it. Most of the lease agreements are net leases
requiring Couche-Tard to pay taxes, insurance and maintenance costs. Generally,
its real estate lease agreements 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 lease agreements, 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 exterior 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 on the market in which they are located.

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

Company-Operated Stores. Couche-Tard has 4,408
company-operated stores in its network, 3,665 of which are employee-operated and
743 of which are dealer-operated. All of the company-operated 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.

8

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

| | a) | Franchised Stores.Couche-Tards network
      has 12 franchised stores in Canada and 973 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 staff and
      maintaining inventory through supply agreements with authorized
      suppliers.                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | b) | Licensed Stores.Couche-Tards network is
      comprised of 485 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 more profitable prices from vendors as negotiated by
      Couche-Tard. The revenues from licensed stores include license fees and/or
      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 of its stores.

Based on merchandise purchases and sales information,
Couche-Tard estimates category revenues as a percentage of total in-store
merchandise sales for fiscal 2010 as follows:

Percentage ofCategory
    
    TotalTobacco Products
    
    42.23%Beer/Wine/Liquor
    
    14.52%Grocery
    
    10.88%Beverages
    
    12.86%Food Service
    
    9.88%Candy/Snacks
    
    9.63%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 a large part of deliveries to Québec company-operated stores are channelled.
Couche-Tard uses Core-Mark International Inc. as its exclusive supplier for the
many of its in-store products for its Western and Central Canada stores and uses
the services of TRA Atlantic for its company-operated stores located in the
Atlantic Provinces.

9

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In the United States, Couche-Tard uses Core-Mark as a warehouse
supplier to distribute merchandise to the majority of its company-operated
stores located 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
located 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.

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 2010, Couche-Tards motor fuel sales in Canada
represented about 48% of its Canadian revenues compared to approximately 69% of
revenues for its U.S. stores. However, the motor fuel gross margin represented
only about 24.0% of Couche-Tards overall gross profits. Motor fuel is sold at
3,208 sites, 73% of Couche-Tards company-operated stores.

Generally, Couche-Tards company-operated stores sell motor
fuel under one of its brand or under an oil companys brand 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 for which it does not own the dispensers 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 market price or stated rack price, as quoted at each
terminal, 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 25, 2010 more than 53,000 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
costs in the network on the training of its employees.

10

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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 mainly under the brands Couche-Tard,
Macs and Circle Kand the one operated pursuant to its affiliated
programs namely under the banners 7-jours, On the Run, Dairy Mart, Daisy
Mart and Winks.Couche-Tard sells its proprietary branded food items
under its own trademarks such as Down Home KitchenandTakeAwayCafé, as well as Sloche and Froster brands of iced
beverages. Circle K store brands include Circle K, Thirst Buster,
Polar Pop,and Freshest Coffee Going!.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.

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
integrated 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, the
Company expanded its network by selecting choice locations while developing an
expertise in its market niche, namely by investing in the modernization of its
stores further supported by merchandising strategies tailored to its various
markets. These strategies are driven by a diversified selection of proprietary
brand products, loyalty programs 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 fuel system and equipment integrity
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, with
the exception of Michigan, Iowa, Florida, Arizona, Texas and Washington, there
is a state fund to cover the cost of certain environmental remediation
activities after applicable trust fund deductible is met, which varies by State.
These state funds provide insurance for motor fuel facilities operations to
cover some of the costs of cleaning up certain contamination to the environment
caused by the usage of underground motor fuel equipment. Underground motor fuel
storage tank registration fees and/or a motor fuel taxes in each of the states
finance the trust funds. The Company pays annual registration fees and remits
sales taxes to applicable states. Insurance coverage is different in the various
states.

11

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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 2010 annual
Managements Discussion and Analysis of Operating Results and Financial
Position on pages 18 to 20, is incorporated herein by reference.

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 Cdn2.5 cents 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 to Cdn3.0 cents per share, increasing it to Cdn3.5 cents per share in
the second quarter of fiscal 2008, and then to Cdn4.0 cents per share in the
third quarter of fiscal 2010.

CAPITAL STRUCTURE

The voting shares of the Company are its Multiple Voting Shares
and its Subordinate Voting Shares. As at July 9, 2010, 53,706,712 Multiple
Voting Shares and 131,711,661 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 Annual Shareholder 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 attached 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.

12

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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.

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)
    Traded VolumeMay 2009
    
    $14.ATD.24A
    $13.02
    17,279June 2009
    
    $14.ATD.23A
    $12.63
    19,246July 2009
    
    $17.ATD.48A
    $13.35
    22,708August 2009
    
    ATD.$20.A21
    $17.00
    24,066September 2009
    
    ATD.A$20.20
    $17.45
    20,488October 2009
    
    ATD.$19.A43
    $17.54
    38,609November 2009
    
    ATD.$22.A 15
    $18.71
    62,565December 2009
    
    ATD.$22.A 15
    $20.02
    15,019January 2010
    
    ATD.$21.A03
    $19.46
    40,344February 2010
    
    ATD.$20.A 66
    $19.01
    10,372March 2010
    
    ATD.$19.06A
    $17.51
    19,478April 2010(2)
    ATD.A
    $20.56
    $17.46
    13,967


Monthly Period
    Symbol
    High
      Price(1)
    Low
      Price(1)
    Traded VolumeMay 2009
    
    $14.ATD.22B
    $13.02
    7,890,283June 2009
    
    $14.ATD.49B
    $12.51
    8,148,280July 2009
    
    $17.ATD.24B
    $13.14
    17,163,404August 2009
    
    ATD.$19.B58
    $16.96
    10,404,262September 2009
    
    ATD.B$20.32
    $18.40
    10,930,192October 2009
    
    ATD.$19.B25
    $17.29
    8,454,154November 2009
    
    ATD.$22.B 24
    $18.87
    9,859,163December 2009
    
    ATD.$22.B 13
    $20.07
    6,544,616January 2010
    
    ATD.$21.B25
    $19.58
    5,144,284February 2010
    
    ATD.$20.B 72
    $19.16
    4,610,611


13

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Monthly Period
    Symbol
    High
      Price(1)
    Low
      Price(1)
    Traded VolumeMarch 2010
    
    ATD.$20.25B
    $17.93
    12,413,369April 2010(2)
    ATD.B
    $20.15
    $17.25
    8,897,685


| | (1) | All prices are in Cdn$ and on a per share
basis.  
| | --- | --------------------------------------------------
| | (2) | From April 1stto April 23, 2010
      inclusively.

DIRECTORS AND SENIOR OFFICERS

Directors

The following table lists the Companys directors. All
information is accurate as at June 30, 2010.

|Name and municipality of        | Principal occupation                                           
|------------------------------- | ---------------------------------------------------------------
|residence                       |                                                                
|ALAINBOUCHARD(1)                | President and Chief Executive Officer of the Company           
|Lorraine, Québec                |                                                                
|                                |                                                                
|JACQUESDAMOURS(1)              | Vice-President, Administration of the Company(5)               
|Lorraine, Québec                |                                                                
|                                |                                                                
|ROGERDESROSIERS,
      FCA(3)   | Corporate Director                                             
|Montréal, Québec                |                                                                
|Chairman of the Audit Committee |                                                                
|                                |                                                                
|JEANÉLIE(3)                     | Corporate Director                                             
|Montréal, Québec                |                                                                
|                                |                                                                
|RICHARDFORTIN(1)                | Chairman of the Board of the Company                           
|Longueuil, Québec               |                                                                
|                                |                                                                
|MELANIEKAU(2)                   | President, Mobilia Interiors Inc.                              
|Montréal, Québec                |                                                                
|                                |                                                                
|ROGERLONGPRÉ(2)(3)              | President, Mergerac Inc.                                       
|Brossard, Québec                | (consulting firm in mergers and acquisitions)                  
|Chairman of the Human Resources |                                                                
|and Corporate Governance        |                                                                
|Committee                       |                                                                
|                                |                                                                
|RÉALPLOURDE(1)                  | Executive Vice-President of the Company                        
|Montréal, Québec                |                                                                
|                                |                                                                
|JEAN-PIERRESAURIOL(2)           | President and Chief Executive Officer, Dessau inc.             
|Laval, Québec                   | (engineering-construction company)                             
|                                |                                                                
|JEANTURMEL(4)                   | President, Perseus Capital Inc. (fund management
      company)
|Montréal, Québec                |                                                                

| | (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.          

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 13, 2010,
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.

14

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The Directors of the Company held the principal occupations set
forth during the five preceding years. Moreover, their past 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 retired as a Couche-Tard employee in
October 2008 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 Société Générale (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 stepped down from his position as Chief
Operating Officer of the Company on May 10, 2010. Since this date, he remains
with Couche-Tard as Executive Vice-President and as a member of the Executive
Committee of the Company. 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. He 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 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 provides training in corporate governance
at lÉcole des administrateurs de société de lUniversité Laval.

15

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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) and of the Departmental Audit Committee of Industry Canada.
Mr. Élie was also a director and member of the Executive Committee of the
Investment Dealers Association of Canada. He recently left the board of
directors and the audit committee of IamGold Corporation (formerly Cambior Inc.)
in which he was a member from 2006 to 2009. 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.

Melanie 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.

Roger 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 is President and Chief Executive
Officer of Dessau Inc., one of Canada's largest engineering-construction
companies. He 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. He
graduated from the École Polytechnique of Montréal in 1979 and completed Harvard
Business School's Owner President Management Program in 1993.

Jean 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 senior officers who are not directors
of the Company. All information is accurate as of June 30, 2010.

|Name and municipality of | Office held with the Company              
|------------------------ | ------------------------------------------
|residence                |                                           
|MICHELBERNARD            | Vice-President Operations, Eastern Canada 
|Laval, Québec            |                                           
|                         |                                           
|ALAINBRISEBOIS           | Senior Vice-President, Operations         
|Lorraine, Québec         |                                           
|                         |                                           
|JASONBROUSSARD           | Vice-President Operations, U.S. Gulf Coast
|Pensacola, Florida       |                                           
|                         |                                           
|ROBERTG. CAMPAU          | Vice-President, U.S. Administration       
|Gilbert, Arizona         |                                           

16

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|Name and municipality of   | Office held with the Company                                
|-------------------------- | ------------------------------------------------------------
|residence                  |                                                             
|DARRELLDAVIS               | Vice-President Operations, U.S. Midwest                     
|Columbus, Indiana          |                                                             
|                           |                                                             
|RICKHAMLIN                 | Vice-President, Worldwide Franchise                         
|Phoenix, Arizona           |                                                             
|                           |                                                             
|BRIANP. HANNASCH           | Chief Operating Officer                                     
|Columbus, Indiana          |                                                             
|                           |                                                             
|GEOFFREYC. HAXEL           | Vice-President Operations, Arizona                          
|Scottsdale, Arizona        |                                                             
|                           |                                                             
|MATTMCCURE                 | Vice-President Operations, U.S. Southeast                   
|Charlotte, North Carolina  |                                                             
|                           |                                                             
|RAYMONDPARE                | Vice-President and Chief Financial Officer                  
|Rosemère, Québec           |                                                             
|                           |                                                             
|PAULRODRIGUEZ              | Vice-President Operations, U.S. Great Lakes                 
|Macedonia, Ohio            |                                                             
|                           |                                                             
|BUTCHSEBER                 | Vice-President, Real Estate Development, North
      America
|Lithia, Florida            |                                                             
|                           |                                                             
|MIKESTRUBLE                | Vice-President Operations, Florida                          
|Tampa, Florida             |                                                             
|                           |                                                             
|TIMTOUREK                  | Vice-President Operations, U.S. West coast                  
|Lake Ellsinore, California |                                                             
|                           |                                                             
|KIMTROWBRIDGE              | Vice-President Operations, Western and Central
      Canada 
|Calgary, Alberta           |                                                             
|                           |                                                             
|LOUVALDES                  | Vice-President Operations, U.S. Southwest                   
|Keller, Texas              |                                                             

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
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 à Montréal.

Alain Brisebois was appointed Senior Vice-President,
Operations in January 2010. Mr. 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, Québec 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,
U.S. Gulf region 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, and 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, U.S.
Midwest since December 2005. He has served Couche-Tard as Director of
Operations, and later as Director of Marketing within the U.S. Midwest division.
Mr. Davis joined Couche-Tard in 2002 when it 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.

Rick Hamlin was named Vice-President, Worldwide Franchise
  in August 2009. Prior to his new appointment, he was Senior Director, Worldwide
  Franchise. Mr. Hamlin joined Couche-Tard in 2003 when the Company acquired Circle
  K. He held numerous operation and marketing positions within the Circle K organization
  over the course of his 13 years of tenure. His experience includes 15 years
  with the Southland Corporation, eight of which were spent in the franchise 7-Eleven
  group. Mr. Hamlin earned a Bachelor's Degree in Business Administration from
  the University of Arizona and an MBA from Arizona State University.

Brian P. Hannasch holds the Chief Operating Officer
position since May 2010. Mr. Hannasch was previously Senior Vice-President, U.S.
Operations since May 2008. From 2004 to 2008, he was Senior Vice-President,
Western North America 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 U.S. 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.

Raymond Paréholds the Vice-President and Chief Financial
  Officer position since 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,
U.S. 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 of Circle K
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 and was also appointed Vice-President Operations,
Central Canada overseeing these two divisions since September 2009. Prior to
1999, Mr. Trowbridge was Vice-President Operations, Western division for Mac's
Convenience Stores Inc. Mr. Trowbridge is a director and past director of the
Alberta Food Processors Association and the founder and past director, president
and a director of the Western Convenience Store Association. Mr. Trowbridge has
been Chairman of the Board of the CCSA (Canadian Convenience Stores Association)
since 2009. He is also a member of the board of advisory for the Whitefish Group
of companies. Mr. Trowbridge has over 25 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 July 9, 2010, 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 3,777,638 Subordinate
Voting Shares of the Company representing respectively 70.20% and 2.87% 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 its 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, it 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s offices are located in
Montréal, Calgary and Vancouver.

MATERIAL CONTRACTS

Shareholders and voting Agreements

Following a review of the agreement amongst shareholders of the
Company intervened in December 1987, binding namely Développements Orano Inc.
(Orano) which majority shareholder is Mr. Alain Bouchard 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
which 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 holds,
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

The Companys independent auditors are PricewaterhouseCoopers
LLP/s.r.l./s.e.n.c.r.l., Chartered Accountants, who have issued an independent
auditors report dated July 13, 2010 in respect of the Companys consolidated
financial statements as at April 25, 2010 and April 26, 2009 and for each of the
years ended April 25, 2010 and April 26, 2009 and the Companys internal control
over financial reporting as at April 25, 2010. PricewaterhouseCoopers
LLP/s.r.l./s.e.n.c.r.l. 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 and the rules of the US Securities and Exchange Commission.

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 Audit
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
      of Directors and publication.                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 2. | Review, together with management, the quarterly financial
      statements and accompanying press releases before recommending their
      approval by the Board of Directors 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.                                                  

21

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| | 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | 1. | Monitor the quality and integrity of the Company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 and 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 internal audit reports
      describing the internal control procedures, the material issues raised in
      the course of the latest reviews of the internal controls 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 of Directors 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. | Monitor the work of the external auditors and 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 Audit
      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 Audit 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 of Directors as representatives of the
      shareholders.                                                                                                                                                                                                                                       

22

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| | 9.  | The Audit Committee always has direct lines of
      communication with the external auditors and the responsible person of the
      internal auditing.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | 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 25, 2010, 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 external auditors. This policy prohibits the Company from engaging the
external 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 external auditors to provide non-audit
services, other than the prohibited services, only if the services have
specifically been pre-approved by the Audit Committee.

23

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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 of 2002(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 of
2002 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:

- Establish procedures for the receipt, retention and treatment of complaints
  and/or concerns received regarding accounting, internal accounting controls or
  auditing matters;
- Establish procedures for the confidential, anonymous submission by employee
  of concerns regarding questionable accounting or auditing matters; and
- 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/s.r.l./s.e.n.c.r.l., chartered
accountants, have served as the Companys auditors since fiscal year 2009. For
the fiscal years ended on April 25, 2010 and April 26, 2009, billed fees for
audit, audit-related, tax and all other services provided to the Company by
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. were as follows:

2010
    2009Audit Fees(1)
    Cdn$600,000
    Cdn$600,000Audit-Related Fees(2)
    Cdn$39,965
    Cdn$18,500Tax Fees(3)
    Cdn$78,390
    Cdn$270,120All Other Fees
    Nil
    NilTOTAL
    Cdn$718,355
    Cdn$888,620


| | (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:                                                                                                                                                                                                                                                                          
| |     | -                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | -                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | -                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (3) | This category includes services of tax planning and other
      tax advices with respect to the Companys international corporate
      structure.                                                                                                                                                                                                                                                                  

24

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ADDITIONAL INFORMATION

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

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 13, 2010 which was
prepared for the shareholders 2010 annual meeting.

Financial information is included in the audited consolidated
financial statements and the notes thereto for the fiscal year ended April 25,
2010 as well as Management's Discussion and Analysis thereon.

* * * * *

25

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FISCAL YEAR 2010

ALIMENTATION COUCHE-TARD INC.MANAGEMENT DISCUSSION
& ANALYSIS 52-week period ended April 25, 2010









---

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 25, 2010.
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 2010 Annual Report (2010 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/corporatif.

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 13, 2010, 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.
In North America, we are the largest independent convenience store operator
(whether integrated with a petroleum company or not) in terms of number of
company-operated stores.

Our network is comprised of 5,878 convenience stores throughout
North America, including 4,146 stores with motor fuel dispensing. We are present
in 11 North American markets, including eight in the United States covering 43
states and the District of Columbia and three in Canada covering all ten
provinces. More than 53,000 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 comparison 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 stores.

Alimentation Couche-Tard Inc. / 2

---

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. We also believe that it is still possible for industry
participants with a good financial position such as ours to maintain sustained
growth, especially in the current difficult economic and financing conditions.
However, as for acquisitions, they have to be concluded at reasonable conditions
in order to create value for our Company and its shareholders. Therefore, we do
not favour store count growth to the detriment of profitability. As an example,
during the last few years, it has often been more advantageous for the Company
to repurchase back its own shares at a lower multiple than some networks that
were offered to us.

Fiscal 2010 Overview

Net earnings amounted to $302.9 million for fiscal 2010, up
19.3% over fiscal 2009 chiefly due to growth of same-store merchandise sales and
increased same-store motor fuel volume, acquired stores, sound management of our
expenses, a decrease in financial expenses, a non recurring gain on the disposal
of shares in Caseys General Stores, Inc. (Caseys), the reversal of certain
provisions following our final analysis and a lower tax rate. The impact of
these elements contributing to the increase in net earnings was partially offset
by a 3.09 cent per gallon drop of the motor fuel margin in the US which
represents a negative impact of approximately $75.0 million on fiscal 2010 net
earnings, by the drop in our consolidated merchandise and service percent gross
margin, and by the difficult economic conditions in some of our markets.

With respect to the gain on disposal of Caseys shares, it
amounted to $11.4 million, net of taxes, an impact of $0.06 per share on a
diluted basis, while the above-mentioned reversal of provisions reached $3.6
million, net of taxes, or $0.02 per share on a diluted basis.

Joint ventureOn January 6, 2010, we created along with Shell Oil Products US
(Shell), a joint venture, RDK Ventures LLC (RDK), to operate convenience
stores in the greater Chicago metropolitan area of the United States. Shell
contributed $40.1 million in property and equipment to the joint venture, while
we contributed $40.1 million in cash. Our interest in the joint venture stands
at 50.01%. Company-operated stores are operated by our Midwest Division under
the Circle K banner and Shell branded products are sold. Line items from RDKs
statement of earnings and balance sheet are reflected in our consolidated
financial statements using the proportionate consolidation method.

Business acquisitions

During fiscal 2010, we made the following business
acquisitions:

- On May 28, 2009, we purchased 43 company-operated stores in the Phoenix,
  Arizona region, United-States from ExxonMobil Corporation. We lease the land
  and buildings related to nine sites, own the building and lease the land for
  one site, while we own both these assets for the other sites. Under the same
  transaction, ExxonMobil also transferred to us the On the Run
  trademark rights in the United States as well as 444 franchised stores network
  operating under this trademark in the United States;
- On January 6, 2010, through RDK, we participated in the acquisition of 100
  stores owned by Shell of which 69 stores are company-operated and 31 stores
  are operated by third party operators. As our interest in RDK is 50.01%, the
  transaction added 35 company-operated stores to our store count, of which we
  already operated 32 but did not own the goodwill. RDK leases the land and
  buildings related to 55 sites, it owns the buildings and leases the land for
  five sites and it owns both these assets for the other sites;
- On February 16, 2010, we acquired from BP West Coast Products LLC their
  terminal facilities located in Phoenix, Arizona in the United States. The
  terminal facilities include 16 storage tanks with a storage capacity of
  220,000 barrels. The terminal is approved for 44,000 barrels per day and has
  access to petroleum products from refineries on the West Coast and in the Gulf
  Coast region of the United States. Strategically, this acquisition should add
  efficiencies in Couche-Tards fuel supply chain servicing its retail network
  in the region of Phoenix;
- On April 6, 2010, we acquired eight company-operated stores in central
  North Carolina, United States, from Accel marketing LLC. We own the buildings
  and land for all eight sites.
- During the fiscal year, we also acquired 16 stores through 12 distinct
  transactions. We own the land and buildings for eight sites while we lease
  both these assets for the other eight sites.

From September 24, 2009 to April 8, 2010, we purchased a total
of 1,975,362 common shares of Caseys. The weighted average purchase price of
these shares was $31.36 per share, for a total consideration of $62.0 million,
including transaction costs. On April 9, 2010, we publicly submitted a proposal
to Caseys Board of Directors to acquire all of the outstanding shares of common stock
(including the associated preferred stock purchase rights) of Caseys for $36.00
per share, payable in cash. On that same date, we sold 1,975,000 Caseys shares,
at a price of $38.43 per share, for a consideration of $75.9 million, net of
transaction charges, thereby generating a gain of approximately $13.9 million
(net of expenses). On June 2, 2010, we commenced our tender offer to acquire all
of the outstanding shares of common stock (including the associated preferred
stock purchase rights) of Caseys for $36.00 per share, payable in cash.

Alimentation Couche-Tard Inc. / 3

---

Our offer to acquire Caseys shares represents a 14.0% premium
over Caseys closing price of $31.59 per share on April 8, 2010, the last
trading day prior to the public disclosure of our proposal, a 17.0% premium over
Caseys 90-calendar day average closing price as of April 8 2010, and a 24.0%
premium over Caseys one-year average closing price as of April 8, 2010. The
offer also implies a last twelve months (as of January 31, 2010) EBITDA multiple
of 7.4x and a price of $1.3 million per store, which compares favourably to
corresponding metrics of publicly-traded companies and previous transactions in
the convenience store industry. The transaction has a total enterprise value of
approximately $1.9 billion on a fully diluted basis, including Caseys net debt
of approximately $29.0 million.

Interest swap agreement

During fiscal 2010, the interest rate swap agreement we held as
at April 26, 2009 was terminated by the counterparty in exchange for the payment
of an amount on their part corresponding to the value of the swap. Following the
termination of the agreement, we discontinued hedge accounting. The fair value
of the terminated swap that was recorded as part of the Subordinated unsecured
debt is amortized using the effective rate method over the remaining portion of
the initial term of the hedging relationship. Based on current interest rates,
we expect that the termination of the swap will increase our financial expenses
by approximately $3.0 million on an annual basis.

Phantom Stock Units

On May 1, 2009, in replacement of a large portion of the stock
option plan program already in place for many years, we adopted a Phantom Stock
Unit Plan (the Plan) for the benefit of our officers and key employees. The
new Plans objective is to better align officers and key employees
compensation with the Companys performance against its peers. The Plan is
antidilutive since it can only be settled in cash. Payment to beneficiaries of
the Plan is namely conditional to the achievement by the Company of certain
performance objectives compared to certain of its competitors. We do not believe
that the new Plan will have a significant impact on our net earnings compared to
the replaced portion of the stock option plan program.

Moreover, in order to reduce the risk associated with
fluctuations of the fair value of our shares created by the implementation of
the new Plan, we entered into a financial agreement with a bank which includes a
derivative instrument.

For more details on the new Plan and the financial agreement,
please refer to Note 21 of the consolidated financial statements included in the
2010 annual report.

Share repurchase programs

1) Program effective August 8, 2008, which expired August 7,
2009

During fiscal 2010, under this program, we repurchased 3,700
Class A multiple voting shares at an average cost of Cdn$14.49 and 4,296,000
Class B subordinate voting shares at an average cost of Cdn$14.63. On a
cumulative basis since the implementation of this program, we have repurchased a
total of 19,000 Class A multiple voting shares at an average cost of Cdn$13.43
and 11,779,400 Class B subordinate voting shares at an average cost of
Cdn$13.61.

2) Program effective August 10, 2009, expiring at the latest on
August 9, 2010

On August 10, 2009, we implemented a new share repurchase
program, to replace the previous program, which allows us to repurchase up to
2,685,370 Class A multiple voting shares (representing 5.0% of the 53,707,412
Class A multiple voting shares issued and outstanding as at July 24, 2009) and
up to 12,857,284 Class B subordinate voting shares (representing 10.0% of the
128,572,846 Class B subordinate voting shares of the public float, as defined by
applicable rules, as at July 24, 2009). When making such repurchases, the number
of issued and outstanding Class A multiple voting shares and Class B subordinate
voting shares is reduced and the proportionate interest of the shareholders in
the share capital of the Company is increased on a pro rata basis.

We have not repurchased shares since the implementation of this
new program. 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 4204 Industrial Boulevard, Laval, Québec, H7L 0E3.

Alimentation Couche-Tard Inc. / 4

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Dividends

During its March 9, 2010 meeting, considering Couche-Tards
good results and strong balance sheet, the Companys Board of Directors (the
Board) decided it was appropriate to amend the quarterly dividend by
increasing it by Cdn$0.005 per share, which thereby corresponds to Cdn$0.04 per
share.

Therefore, during fiscal 2010, the Board approved and declared
average dividends of Cdn$0.036 per share. Additionally, on July 13, 2010, the
Board declared, for the fourth quarter of fiscal 2010, a quarterly dividend of
Cdn$0.04 per share to shareholders on record as at July 22, 2010, and approved
its payment for July 30, 2010. These are eligible dividends within the meaning
of the Income Tax Actof Canada.

Outstanding shares and stock options

As at July 9, 2010, Couche-Tard had 53,706,712 Class A multiple
voting shares and 131,711,661 Class B subordinate voting shares issued and
outstanding. In addition, as at the same date, Couche-Tard had 6,927,650
outstanding stock options for the purchase of Class B subordinate voting shares.

Exchange rate data

The Companys US dollar reporting provides more relevant
information given the predominance of its operations in the United States and
its debt largely dominated in US dollars.

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 25, 2010        |  |  | April 26, 2009        | 
|Average for period
      (a) |  | 0.9718                |  |  | 0.8020                | 
|Period end                   |  | 1.0009                |  |  | 0.8267                | 

_______________
(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.

Accounting changes

Goodwill and Intangible Assets.On April 27, 2009, the
Company adopted Canadian Institute of Chartered Accountants (CICA) Handbook
Section 3064 Goodwill and Intangible Assets, replacing Section 3062 Goodwill
and Other Intangible Assets and Section 3450 Research and Development Costs.
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.
The adoption of this new Section resulted in the reclassification to Intangibles
of certain software previously presented in Property and Equipment.

Accounting Changes.On October 12, 2009, the Company
adopted amendments to CICA Section 1506 Accounting Changes, which exclude from
the scope of this Section, changes in accounting policies upon the complete
replacement of an entitys primary basis of accounting. The adoption of this new
Section had no impact on the Companys consolidated financial statements.

Financial Instruments
 Disclosures.On October 12,
2009, the Company adopted amendments to CICA Section 3862 Financial Instruments
- Disclosures which enhance disclosure requirements about liquidity risk of
financial instruments. The amendment also includes new disclosure requirements
about fair value measurement of financial instruments. The result of the
implementation of this new standard is included in Note 24 of the consolidated
financial statements included in the 2010 annual report and had no impact on the
Companys consolidated financial statements.

Alimentation Couche-Tard Inc. / 5

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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 earn is recorded as revenue.

Gross Profit.Gross profit consists mainly of revenues
less the cost of merchandise and motor fuel sold. Cost of sales is mainly
comprised of he specific cost of merchandise and motor fuel sold, including
applicable freight less vendor rebates. 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. The gross motor fuel margin for stores generating commissions
corresponds to the sales commission.

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.

Summary of changes in our stores during the fourth quarter
and fiscal year ended April 25, 2010

The following table presents certain information regarding
changes in our stores over the 12-week and 52-week periods ended April 25,
2010:

|                                            |  | 12-week period ended    |   |  | 52-week period ended |  
|------------------------------------------- |  | ----------------------- | - |  | -------------------- | -
|                                            |  | April 25,
      2010    |   |  | April 25,
      2010 |  
|                                            |  | Company-operated stores |   |  | Affiliated stores    |  
|Number of stores, beginning of
      period |  | 4,396                   |   |  | 1,487                |  
|Acquisitions (1)                            |  | 15                      |   |  | -                    |  
|Openings / constructions
      / additions  |  | 14                      |   |  | 12                   |  
|Closures / withdrawals                      |  | (17                     | ) |  | (29                  | )
|Conversions to
      affiliated stores      |  | -                       |   |  | -                    |  
|Number of stores, end of period             |  | 4,408                   |   |  | 1,470                |  



|(1) | Includes our share of the company-operated stores
      operated by the joint venture created with Shell (50% of the 69
      company-operated stores) on January 6, 2010, net of the 32 stores which
      were already part of our network and which are now operated by the joint
      venture.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alimentation Couche-Tard Inc. / 6

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Summary analysis of consolidated results for the fourth
quarter of fiscal 2010

The following table highlights certain information regarding
our operations for the 12-week periods ended April 25, 2010 and April 26, 2009:

|(In millions of US dollars, unless otherwise stated,
      unaudited) |                      |                |                      |  |                      |        |  |       |  
|--------------------------------------------------------------------- | -------------------- | -------------- | -------------------- |  | -------------------- | ------ |  | ----- | -
|                                                                      | 12-week period ended |                | 12-week period ended |  |                      | Change | 
|                                                                      |                      | April 25, 2010 |                      |  | April
      26, 2009 |        |  | %     |  
|Revenues                                                              |                      | 4,003.5        |                      |  | 2,994.0              |        |  | 33.7  |  
|Operating income                                                      |                      | 101.1          |                      |  | 62.4                 |        |  | 62.0  |  
|Net earnings                                                          |                      | 68.8           |                      |  | 38.0                 |        |  | 81.1  |  
|Selected Operating Data:                                              |                      |                |                      |  |                      |        |  |       |  
|                                                                      |                      |                |                      |  |                      |        |  |       |  
|Merchandise and service gross margin (1):                             |                      |                |                      |  |                      |        |  |       |  
|Consolidated                                                          |                      | 33.0%          |                      |  | 33.6%                |        |  | (0.6  | )
|United States                                                         |                      | 33.0%          |                      |  | 33.6%                |        |  | (0.6  | )
|Canada                                                                |                      | 32.9%          |                      |  | 33.8%                |        |  | (0.9  | )
|Growth of same-store merchandise revenues (2) (3):                    |                      |                |                      |  |                      |        |  |       |  
|United States                                                         |                      | 3.2%           |                      |  | 3.3%                 |        |  |       |  
|Canada                                                                |                      | 6.9%           |                      |  | 2.8%                 |        |  |       |  
|(Decrease) growth of same-store motor fuel
      volume (3):          |                      |                |                      |  |                      |        |  |       |  
|United States                                                         |                      | (0.7%          | )                    |  | (4.1%                | )      |  |       |  
|Canada                                                                |                      | 4.2%           |                      |  | 2.2%                 |        |  |       |  
|Motor fuel gross margin (3):                                          |                      |                |                      |  |                      |        |  |       |  
|United States (cents per
      gallon)                                |                      | 14.21          |                      |  | 11.38                |        |  | 24.9  |  
|Canada (Cdn cents per litre)                                          |                      | 4.85           |                      |  | 5.62                 |        |  | (13.7 | )

|(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.                                                                                                                     

RevenuesRevenues amounted to $4.0 billion in the fourth quarter of
fiscal 2010, up $1.0 billion, an increase of 33.7% compared to the fourth
quarter of fiscal 2009. The increase is mainly the result of a $623.0 million
rise in motor fuel revenues resulting from a higher average retail price, the
$129.0 million positive impact from a stronger Canadian dollar, a $61.0 million
increase generated by acquisitions as well as the growth of same-store
merchandise revenues in the United States and Canada and same-store motor fuel
volume in Canada.

Regarding internal growth, as measured by same-store
merchandise revenues, it rose by 3.2% in the United States, partly due to the
increase in tobacco products retail prices following the increases in taxes on
these products. As for the Canadian market, the increase in same-store
merchandise revenues was 6.9%. This performance is quite satisfactory
considering the difficult economic context. As for the same-store motor fuel
volume, it dropped slightly by 0.7% in the United States and increased by 4.2%
in Canada.

Gross profitDuring the fourth quarter of fiscal 2010, the consolidated
merchandise and service gross margin stood at 33.0%, a decrease of 0.6%. In the
United States, gross margin was 33.0%, a decreased compared with 33.6% in fiscal
2009. During the fourth quarter of fiscal 2009, our business units in the United
States raised tobacco products prices before the tax increase on these products
which increased the gross margin. In Canada, the margin fell to 32.9%, a
decrease of 0.9% due to a less profitable product mix from a higher proportion
of cigarette sales over total sales, which put downward pressure on the percent
margin while remaining positive in absolute dollars given the increase in terms
of units sold. In both the United States and Canada, revenues and gross margin
reflect our merchandising strategy in tune with market competitiveness and
economic conditions within each market as well as improved supply terms.

During the fourth quarter of fiscal 2010, the motor fuel gross
margin for our company-operated stores in the United States rose 2.83¢ per
gallon, from 11.38¢ per gallon in the fourth quarter of fiscal 2009 to 14.21¢
per gallon this quarter. In Canada, the margin fell, reaching Cdn4.85¢ per litre
compared with Cdn5.62¢ per litre for the fourth quarter in fiscal 2009.

Operating, selling, administrative and general
expensesFor the fourth quarter of fiscal 2010, operating, selling,
administrative and general expenses increased by 6.3% compared with the
corresponding period the previous fiscal year. These expenses increased by 5.5%
because of the appreciation of the Canadian dollar while they increased by 2.4%
and 1.9%, respectively due to the increase in electronic payment modes expenses
and acquisitions, and decreased by 3.6% due to the non recurring gain on
disposal of Caseys shares and by 0.9% due to the reversal of provisions
following our final analysis. Excluding these items, expenses increased only by
1.0%. Moreover, excluding expenses related to electronic payment modes for both
comparable periods as well as the non recurring gain related to Caseys and the
reversal of certain provisions posted in the fourth quarter of 2010, expenses in proportion to
merchandise and services sales represented 30.5% of sales during the fourth
quarter of 2010, compared to 31.4% for the same period last fiscal year.

Alimentation Couche-Tard Inc. / 7

---

Income taxesThe income tax rate for the fourth quarter of fiscal 2010 is
26.6% compared to a rate of 31.7% for the same quarter of fiscal 2009. The
decrease in the rate chiefly reflects the impact of the corporate reorganization
put in place during last fiscal year.

Net earningsWe closed the fourth quarter of 2010 with net earnings of $68.8
million or $0.37 per share (same on a diluted basis), compared with $38.0
million for the corresponding period of fiscal 2009, or $0.20 per share (same on
a diluted basis), an increase of $30.8 million, or 81.1%. The increase mainly
reflects a 2.83¢ per gallon increase in the motor fuel gross margin in the
United States, higher same-store merchandise sales in Canada and the United
States, the contribution of stores acquired, our sound management of operating
expenses, the non recurring gain on disposal of Caseys shares, the reversal of
certain provisions following our final analysis, as well as a lower income tax
rate. These items contributing positively to net earnings were partially offset
by a decrease in the consolidated merchandise and service percentage gross
margin due to a change in product mix from cigarette sales and an increase in
expenses related to electronic payment modes resulting from higher average motor
fuel retail prices. The stronger Canadian dollar had a favourable impact on net
earnings of $1.9 million.

The gain on disposal of Caseys shares and the reversal of
certain provisions represent an increase of $0.06 and $0.02 net earnings per
share on a diluted basis, respectively. Excluding these elements, net earnings
would have been $53.8 million or $0.29 per share on a diluted basis, which
represents an increase of $15.8 million or 41.6%.

Alimentation Couche-Tard Inc. / 8

---

Selected Consolidated Financial Information

The following table highlights certain information regarding
our operations for the 52-week periods ended April 25, 2010, April 26, 2009 and
April 27, 2008:

|(In millions of US dollars, unless otherwise stated)                           |  |                       |  |  |                      |   |  |                      |  
|------------------------------------------------------------------------------ |  | --------------------- |  |  | -------------------- | - |  | -------------------- | -
|                                                                               |  | 52-week periods ended | 
|                                                                               |  | April 25, 2010        |  |  | April
      26, 2009 |   |  | April
      27, 2008 |  
|Statement of Operations Data:                                                  |  |                       |  |  |                      |   |  |                      |  
|Merchandise and service revenues (1):                                          |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 3,986.0               |  |  | 3,742.6              |   |  | 3,476.3              |  
|Canada                                                                         |  | 1,895.5               |  |  | 1,673.8              |   |  | 1,724.4              |  
|Total merchandise and
      service revenues                                   |  | 5,881.5               |  |  | 5,416.4              |   |  | 5,200.7              |  
|Motor fuel revenues:                                                           |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 8,819.8               |  |  | 8,865.2              |   |  | 8,891.6              |  
|Canada                                                                         |  | 1,738.3               |  |  | 1,499.5              |   |  | 1,277.7              |  
|Total motor fuel
      revenues                                                |  | 10,558.1              |  |  | 10,364.7             |   |  | 10,169.3             |  
|Total revenues                                                                 |  | 16,439.6              |  |  | 15,781.1             |   |  | 15,370.0             |  
|Merchandise and service gross profit
      (1):                                |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 1,308.1               |  |  | 1,226.2              |   |  | 1,146.5              |  
|Canada                                                                         |  | 638.3                 |  |  | 574.9                |   |  | 601.1                |  
|Total merchandise and service gross
      profit                               |  | 1,946.4               |  |  | 1,801.1              |   |  | 1,747.6              |  
|Motor fuel gross profit:                                                       |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 488.7                 |  |  | 545.6                |   |  | 393.9                |  
|Canada                                                                         |  | 118.2                 |  |  | 89.9                 |   |  | 82.0                 |  
|Total motor fuel gross profit                                                  |  | 606.9                 |  |  | 635.5                |   |  | 475.9                |  
|Total gross profit                                                             |  | 2,553.3               |  |  | 2,436.6              |   |  | 2,223.5              |  
|Operating, selling, administrative and general expenses                        |  | 1,906.7               |  |  | 1,848.8              |   |  | 1,738.9              |  
|Depreciation and amortization of property
      and equipment and other assets |  | 204.5                 |  |  | 183.0                |   |  | 172.5                |  
|Operating income                                                               |  | 442.1                 |  |  | 404.8                |   |  | 312.1                |  
|Net earnings                                                                   |  | 302.9                 |  |  | 253.9                |   |  | 189.3                |  
|Other Operating Data:                                                          |  |                       |  |  |                      |   |  |                      |  
|Merchandise and service gross margin
      (1):                                |  |                       |  |  |                      |   |  |                      |  
|Consolidated                                                                   |  | 33.1%                 |  |  | 33.3%                |   |  | 33.6%                |  
|United States                                                                  |  | 32.8%                 |  |  | 32.8%                |   |  | 33.0%                |  
|Canada                                                                         |  | 33.7%                 |  |  | 34.3%                |   |  | 34.9%                |  
|Growth of same-store merchandise revenues
      (2) (3):                       |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 2.9%                  |  |  | 0.6%                 |   |  | 2.5%                 |  
|Canada                                                                         |  | 4.8%                  |  |  | 2.2%                 |   |  | 4.0%                 |  
|Motor fuel gross margin (3):                                                   |  |                       |  |  |                      |   |  |                      |  
|United States (cents
      per gallon)                                         |  | 14.46                 |  |  | 17.55                |   |  | 13.58                |  
|Canada (Cdn cents per litre)                                                   |  | 5.31                  |  |  | 4.97                 |   |  | 5.08                 |  
|Volume of motor fuel sold (4):                                                 |  |                       |  |  |                      |   |  |                      |  
|United States (millions of gallons)                                            |  | 3,484.8               |  |  | 3,214.9              |   |  | 3,019.9              |  
|Canada (millions of
      litres)                                              |  | 2,395.5               |  |  | 2,059.0              |   |  | 1,655.0              |  
|Growth (decrease) of same-store motor fuel volume (3):                         |  |                       |  |  |                      |   |  |                      |  
|United States                                                                  |  | 1.0%                  |  |  | (6.4%                | ) |  | (0.2%                | )
|Canada                                                                         |  | 3.0%                  |  |  | 3.7%                 |   |  | 6.3%                 |  
|Per Share Data:                                                                |  |                       |  |  |                      |   |  |                      |  
|Basic net earnings per share (dollars
      per share)                         |  | 1.64                  |  |  | 1.31                 |   |  | 0.94                 |  
|Diluted net earnings
      per share (dollars per share)                       |  | 1.60                  |  |  | 1.29                 |   |  | 0.92                 |  
|Balance Sheet Data:                                                            |  |                       |  |  |                      |   |  |                      |  
|Total assets                                                                   |  | 3,696.7               |  |  | 3,255.9              |   |  | 3,320.6              |  
|Interest-bearing debt                                                          |  | 741.2                 |  |  | 749.2                |   |  | 842.2                |  
|Shareholders
      equity                                                     |  | 1,614.3               |  |  | 1,326.0              |   |  | 1,253.7              |  
|Ratios                                                                         |  |                       |  |  |                      |   |  |                      |  
|Net
      interest-bearing debt/total capitalization (5)                       |  | 0.24:1                |  |  | 0.30:1               |   |  | 0.33:1               |  
|Net interest-bearing debt/EBITDA (6)                                           |  | 0.80:1                |  |  | 0.98:1               |   |  | 1.29:1               |  

|(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 Inc. / 9

---

Analysis of consolidated results for the fiscal year ended
April 25, 2010

Revenues

Our revenues amounted to $16.4 billion in fiscal 2010, up
$658.5 million, an increase of 4.2%, chiefly attributable to a $796.0 million
increase in sales due to acquisitions, the $194.0 million positive impact of the
stronger Canadian dollar and the growth of merchandise revenues and motor fuel
volume in both the United States and Canada. The factors contributing to the
increase were partially offset by a decrease of $763.0 million in motor fuel
sales due to lower average retail prices.

More specifically, the growth of merchandise and service
revenues for fiscal 2010 was $465.1 million or 8.6%, of which $206.0 million was
generated by acquisitions and $102.0 million by a stronger Canadian dollar.
Internal growth, as measured by the growth in same-store merchandise revenues,
was 2.9% in the United States partly due to the higher retail price of tobacco
products as a result of higher taxes on these products, while it stood at 4.8%
in Canada. These performances were satisfactory considering the difficult
economic context and reflect our business units ability to put forward a
product mix allowing them to maintain revenues despite such economic
conditions.

Motor fuel revenues increased by $193.4 million or 1.9% in
fiscal 2010, of which $589.0 million or 220.8 million gallons stem from
acquisitions, which further adds to the $92.0 million increase in revenues from
the appreciation of the Canadian dollar against its US counterpart. Same-store
motor fuel volume grew by 1.0% in the United States and 3.0% in Canada. Revenues
dropped by $763.0 million due to a lower average retail price at the pump, as
shown in the following table:

|Quarter                                     |  | 1st    |  |  | 2nd    |  |  | 3rd   |  |  | 4th   |  |  | Weighted average | 
|------------------------------------------- |  | ------ |  |  | ------ |  |  | ----- |  |  | ----- |  |  | ---------------- | 
|52-week period ended April 25,
      2010   |  |        |  |  |        |  |  |       |  |  |       |  |  |                  | 
|United States (US dollars
      per gallon) |  | 2.41   |  |  | 2.48   |  |  | 2.59  |  |  | 2.71  |  |  | 2.55             | 
|Canada
      (Cdn cents per litre)          |  | 88.80  |  |  | 89.24  |  |  | 90.00 |  |  | 92.36 |  |  | 90.07            | 
|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            | 

Gross profit

The consolidated merchandise and service gross margin was 33.1%
in fiscal 2010. In the United States, the gross margin was 32.8%, the same as
fiscal 2009. In Canada, the margin fell 0.6% to 33.7% due to a larger portion of
cigarette sales in the product mix, which put downward pressure on the percent
margin while remaining positive in absolute dollars given the increase in terms
of units sold. Additionally, the margin for fiscal 2010 in Canada compares to
that of fiscal 2009 which benefited from non recurring adjustments related to
obligations towards dealers in the Western Canada division as well as from
retroactive adjustments to certain suppliers rebates. Finally, in both the
United States and Canada, revenues and gross margin reflect Couche-Tards
merchandising strategy in tune with market competitiveness and economic
conditions within each market as well as improved supply terms.

The motor fuel gross margin for our company-operated stores in
the United States dropped by 3.09¢ per gallon, from 17.55¢ per gallon last year
to 14.46¢ per gallon this year, a 17.6% decrease. In Canada, the gross margin
rose to Cdn5.31¢ per litre compared with Cdn4.97¢ per litre in fiscal 2009.
Contrary to the average motor fuel margin in fiscal 2009 which was unusually
high in the United States, the margin for fiscal 2010 is closer to expectations
based on historical margins. 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 26, 2009, were as follows:

|(US cents per gallon)                                                  |  |       |  |  |       |  |  |       |  |  |       |  |  |                  | 
|---------------------------------------------------------------------- |  | ----- |  |  | ----- |  |  | ----- |  |  | ----- |  |  | ---------------- | 
|Quarter                                                                |  | 1st   |  |  | 2nd   |  |  | 3rd   |  |  | 4th   |  |  | Weighted average | 
|52-week period ended April 25,
      2010                              |  |       |  |  |       |  |  |       |  |  |       |  |  |                  | 
|Before deduction of
      expenses related to electronic payment modes |  | 15.43 |  |  | 15.78 |  |  | 12.88 |  |  | 14.21 |  |  | 14.46            | 
|Expenses related to
      electronic payment modes                     |  | 3.56  |  |  | 3.79  |  |  | 3.85  |  |  | 4.14  |  |  | 3.83             | 
|After deduction of expenses related to
      electronic payment modes  |  | 11.87 |  |  | 11.99 |  |  | 9.03  |  |  | 10.07 |  |  | 10.63            | 
|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            | 

|(US cents per gallon) |  |  |  |  | 
|--------------------- |  |  |  |  | 

Alimentation Couche-Tard Inc. / 10

---

Operating, selling, administrative and general expenses

For fiscal 2010, operating, selling, administrative and general
expenses increased by 3.1% compared with fiscal 2009. These expenses increased
by 4.8% and 1.6%, respectively because of acquisitions and the appreciation of
the Canadian dollar, while they decreased by 0.8% due to the non recurring gain
on disposal of Caseys shares and by 0.2% due to the reversal of provisions
following our final analysis. Excluding these items, expenses decreased by 2.1%. Moreover, excluding expenses related to electronic payment modes for both
comparable periods as well as the non recurring gain related to Caseys and the
reversal of certain provisions posted in fiscal 2010, expenses in proportion to
merchandise and services sales represented 29.8% of sales during fiscal 2010,
compared to 31.1% in fiscal 2009.

This excellent performance reflects our prudent management of
controllable expenses as well as sustainable cost reduction measures we have put
in place. This performance is quite satisfactory, especially considering that
expenses, in proportion of merchandise and service revenues, have decreased for
a fifth consecutive quarter, without affecting the service we offer our clients.

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

EBITDA was $646.6 million, up 10.0% compared with fiscal 2009.
Acquisitions account for $28.1 million of this amount.

It should be noted that EBITDA is not a performance measure
defined by Canadian GAAP, but we, as well as investors and analysts, use this
measure to evaluate the Companys financial and operating performance. Note that
our definition of this measure may differ from the one used by other public
companies:

|(in millions of US dollars)                                                    |  | 52-week periods ended | 
|------------------------------------------------------------------------------ |  | --------------------- | 
|                                                                               |  | April 25, 2010        | 
|Net earnings, as reported                                                      |  | 302.9                 | 
|Add:                                                                           |  |                       | 
|Income taxes                                                                   |  | 109.3                 | 
|Financial expenses                                                             |  | 29.9                  | 
|Depreciation and amortization of
      property and equipment and other assets |  | 204.5                 | 
|EBITDA                                                                         |  | 646.6                 | 

Depreciation and amortization of property and equipment and
other assets

For fiscal year 2010, the depreciation expense increased due to
the investments made through acquisitions, replacement of equipment and the
ongoing improvement of our network.

Financial expenses

Financial expenses were down $6.3 million compared with fiscal
2009. This decrease is chiefly the result of the reduction in our average
interest rates.

Income taxes

The income tax rate for fiscal year 2010 is 26.5% compared to
31.1% for fiscal 2009. The rate decrease reflects the corporate reorganization
put in place during last fiscal year as well as rate adjustments from the
comparison of estimated income tax expense to the actual income tax expense
following preparation of income tax returns for fiscal 2009.

Net earnings

We closed fiscal 2010 with net earnings of $302.9 million,
which equals $1.64 per share or $1.60 per share on a diluted basis compared with
$253.9 million last year ($1.29 per share on a diluted basis), an increase of
$49.0 million or 19.3%, despite the impact of the 3.09¢ per gallon decrease in
the motor fuel gross margin in the United States which corresponds to a drop of
approximately $75.0 million ($0.40 per share on a diluted basis) in net
earnings. With respect to the gain of disposal of Caseys shares and the
reversal of non recurring provisions, they respectively account for an increase
of net earnings of $0.06 and $0.02 per share on a diluted basis. Excluding these
items, net earnings would have been $287.9 million or $1.52 per share on a
diluted basis, which corresponds to an increase of $34.0 million or 13.4%. As
for the stronger Canadian dollar, it had a favourable impact on net earnings of
$1.5 million.

Alimentation Couche-Tard Inc. / 11

---

Financial Position as at April 25, 2010

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 $3.7 billion as at April
25, 2010, up $440.8 million compared with April 26, 2009. This increase is
chiefly the result of five factors:

|1. | The increase in property and equipment mainly resulting
      from the acquisition of stores;                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|2. | The increase of in-store merchandise inventory due to a
      greater number of stores;                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                          
|3. | The increase in motor fuel inventory due to a higher
      product cost as compared to that at the end of fiscal 2009 and a greater
      number of stores selling motor fuel;                                                                                           
|   |                                                                                                                                                                                                                                                                          
|4. | The increase in credit and debit cards receivables driven
      by higher motor fuel retail price as compared to that at the end of fiscal
      2009 as well as the increase in supplier rebates receivable following the
      increase in merchandise inventories; and
|   |                                                                                                                                                                                                                                                                          
|5. | An overall increase in Canadian and corporate operations
      assets once translated in US dollars due to a stronger Canadian dollar as
      at the balance sheet date.                                                                                                

Shareholders equity was $1.6 billion as at April 25, 2010, up
$288.3 million resulting mainly from net earnings of $302.9 million and the
$62.4 increase in accumulated other comprehensive income largely due to exchange
rate fluctuations, partially offset by the repurchase and cancellation of shares
totalling $56.4 million and $25.1 million in dividends paid. The net
interest-bearing debt to total capitalization ratio stood at 0.24:1 versus
0.30:1 as at April 26, 2009.

Liquidity and Capital Resources

Our principal sources of liquidity are net cash provided by
operating activities and our credit facilities. Our principal uses of cash are
to finance our acquisitions and 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, barring
potential large acquisitions that may require additional sources of financing.

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. 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 US 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 US prime rate or the US 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 25, 2010, approximately $622.0 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.

Alimentation Couche-Tard Inc. / 12

---

Selected Consolidated Cash Flow Information

|(in millions of US
      dollars)                                                                                                         |  | 52-week period ended |   |  | 52-week period ended |   |  | Change |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | - |  | -------------------- | - |  | ------ | -
|                                                                                                                                          |  | April 25, 2010       |   |  | April 26, 2009       |   |  |        |  
|Operating activities                                                                                                                      |  | **$**                |   |  | **$**                |   |  | **$**  |  
|Cash flows (1)                                                                                                                            |  | 504.0                |   |  | 450.1                |   |  | 53.9   |  
|Other                                                                                                                                     |  | (13.2                | ) |  | 52.7                 |   |  | (65.9  | )
|Net cash provided by operating
      activities                                                                                           |  | 490.8                |   |  | 502.8                |   |  | (12.0  | )
|Investing activities                                                                                                                      |  |                      |   |  |                      |   |  |        |  
|Purchase of property and
      equipment and other assets, net of proceeds from the
      
            disposal of property and equipment |  | (202.4               | ) |  | (235.6               | ) |  | 33.2   |  
|Business
      acquisitions                                                                                                               |  | (156.1               | ) |  | (80.8                | ) |  | (75.3  | )
|Disposal of an investment in publicly-traded securities                                                                                   |  | 75.9                 |   |  | -                    |   |  | 75.9   |  
|Investment in
      publicly-traded securities                                                                                            |  | (62.0                | ) |  | -                    |   |  | (62.0  | )
|Proceeds from sale and leaseback transactions                                                                                             |  | 11.1                 |   |  | 19.8                 |   |  | (8.7   | )
|Net cash used in investing activities                                                                                                     |  | (333.5               | ) |  | (296.6               | ) |  | (36.9  | )
|Financing activities                                                                                                                      |  |                      |   |  |                      |   |  |        |  
|Share repurchase                                                                                                                          |  | (56.4                | ) |  | (99.5                | ) |  | 43.1   |  
|Net
      decrease in long-term debt                                                                                                      |  | (46.7                | ) |  | (116.5               | ) |  | 69.8   |  
|Cash dividends paid                                                                                                                       |  | (25.1                | ) |  | (24.1                | ) |  | (1.0   | )
|Interest rate swap early termination fees received                                                                                        |  | 2.5                  |   |  | 9.4                  |   |  | (6.9   | )
|Issuance of shares                                                                                                                        |  | 2.5                  |   |  | 1.8                  |   |  | 0.7    |  
|Net cash used in financing
      activities                                                                                               |  | (123.2               | ) |  | (228.9               | ) |  | 105.7  |  
|Company credit rating                                                                                                                     |  |                      |   |  |                      |   |  |        |  
|Standard and Poors                                                                                                                       |  | BB+                  |   |  | BB+                  |   |  |        |  
|Moodys (2)                                                                                                                               |  | Ba1                  |   |  | Ba1                  |   |  |        |  



|(1) | These cash flows are presented for information purposes
      only and represent a performance measure used especially in financial
      circles. They represent 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents the last published corporate credit rating as
      attributed to Couche-Tard by Moodys. During the third quarter of fiscal
      2010, Moodys indicated that it would cease to attribute corporate credit
      ratings to Couche-Tard given the fact that it no longer considers the
      Company as a speculative grade issuer.                                                                                                                                      

Operating activities

During fiscal 2010, net cash from store operations reached
$490.8 million, down $12.0 million from fiscal year 2009 mainly due to changes
in working capital, partially offset by higher net earnings. The negative
variance in the working capital is partly due to an increase in debit and credit
card receivables and higher motor fuel inventory, resulting respectively from
increased retail price and cost of motor fuel.

Investing activities

During fiscal 2010, our investing activities were primarily for
capital expenditures and acquisition, including acquisition of company-operated
stores, our investments in RDK and in a fuel terminal facilities in Phoenix,
Arizona. Capital expenditures were primarily for the replacement of equipment in
some of our company-operated stores to enhance their offering of products and
services and to comply with regulations, the addition of new stores as well as
the ongoing improvement of our network. In addition, we paid out $62.0 million
for the purchase of Caseys shares and cashed $75.9 million following the
disposal of these shares.

Financing activities

During fiscal year 2010, the decrease in long term debt
amounted to $46.7 million, while we repurchased shares for a total amount of
$56.4 million. In addition, we paid out $25.1 million in dividends and cashed
$2.5 million from a bank pursuant to their early termination of an interest rate
swap agreement.

Alimentation Couche-Tard Inc. / 13

---

Contractual Obligations and Commercial Commitments

Set out below is a summary of our material contractual cash
obligations as at April 25, 2010 (1):

|                            |  | 2011                           |  |  | 2012  |  |  | 2013  |  |  | 2014  |  |  | 2015  |  |  | Thereafter |  |  | Total   | 
|--------------------------- |  | ------------------------------ |  |  | ----- |  |  | ----- |  |  | ----- |  |  | ----- |  |  | ---------- |  |  | ------- | 
|                            |  | (in millions of US dollars US) | 
|Long-term debt (2)          |  | 0.3                            |  |  | 0.3   |  |  | 350.4 |  |  | 350.4 |  |  | 0.4   |  |  | 2.5        |  |  | 704.3   | 
|Capital lease obligations   |  | 6.3                            |  |  | 4.2   |  |  | 27.7  |  |  | 1.7   |  |  | 1.2   |  |  | 0.5        |  |  | 41.6    | 
|Operating lease obligations |  | 242.8                          |  |  | 228.4 |  |  | 211.8 |  |  | 188.5 |  |  | 175.4 |  |  | 1,474.8    |  |  | 2,521.7 | 
|Purchase commitments        |  | 0.8                            |  |  | -     |  |  | -     |  |  | -     |  |  | -     |  |  | -          |  |  | 0.8     | 
|Total                       |  | 250.2                          |  |  | 232.9 |  |  | 589.9 |  |  | 540.6 |  |  | 177.0 |  |  | 1,477.8    |  |  | 3,268.4 | 

|(1) | The summary does not include the payments required under
      defined benefit pension plans.
|--- | ---------------------------------------------------------------------------------------------
|(2) | Does not include future interest
  payments.                                                 

Long-Term Debt. As at April 25, 2010, our long-term debt
reached $741.2 million, the details of which are as follows:

|i)   | Term revolving unsecured operating credits of $350.0
      million ($273.0 million for the US dollar portion and $77.0 million for
      the Canadian dollar portion). The weighted average effective interest rate
      was 0.86% for the US dollar portion and 1.05% for the Canadian dollar
      portion. Standby letters of credit in the amount of Cdn$0.9 million and
      $26.6 million were outstanding as at April 25, 2010.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ii)  | Subordinated unsecured debt of $351.7 million (nominal
      value amounting to $350.0), net of attributable financing costs of $8.0
      million, adjusted of amounts received for the early termination of
      interest rate swap agreements which are amortized over the remaining term
      of the debt using the effective rate method), bearing interest at the
      effective rate of 7.35% and maturing December 15, 2013; 
|iii) | Other long-term debts of $39.5 million, including some
      obligations under capital leases.                                                                                                                                                                                                                                                                                                                                          

Capital Lease Obligations. 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 future escalations in the minimum
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.

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.

Alimentation Couche-Tard Inc. / 14

---

Selected Quarterly Financial Information

The Companys 52-week reporting cycle is divided into 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-week period ended
      April 25, 2010 | 52week period ended April 26, 2009
|Quarter                                                                                                                             | 4th                                       | 3rd                                
|Weeks                                                                                                                               | 12 weeks                                  | 16 weeks                           
|Revenues                                                                                                                            | 4,003.5                                   | 4,935.2                            
|Earnings before depreciation and amortization of property and equipment and
      other assets, financial expenses and income taxes | 150.5                                     | 141.3                              
|Depreciation and amortization of property and equipment and other assets                                                            | 49.4                                      | 63.2                               
|Operating income                                                                                                                    | 101.1                                     | 78.1                               
|Financial expenses                                                                                                                  | 7.4                                       | 8.6                                
|Net earnings                                                                                                                        | 68.8                                      | 54.8                               
|Net earnings per share                                                                                                              |                                           |                                    
|Basic                                                                                                                               | $0.37                                     | $0.30                              
|Diluted                                                                                                                             | $0.37                                     | $0.29                              

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 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 fiscal 2008, 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 US 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
was 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 US markets. As for the Canadian
market, the internal growth was mainly 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 stemmed from
acquisitions. This increase was partially offset by a $411.0 million drop in
motor fuel revenues due to a higher average retail price at the pump in our US
and Canadian company-operated stores, as shown in the following table:

|Quarter                                     |  | 1st    |  |  | 2nd    |  |  | 3rd   |  |  | 4th    |  |  | Weighted 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            | 

Alimentation Couche-Tard Inc. / 15

---

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 was 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 US counterpart accounted 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% in fiscal 2008. In Canada,
the margin fell 0.6% to 34.3%. This drop in the consolidated gross margin was
due to three factors: 1) some recent acquisitions posted a lower gross margin
than the existing network thereby lowering the overall gross margin; 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. In
addition to these factors, the gross margin in the United States benefited from
non recurring stock gains due to the retail price increase of tobacco products
in anticipation of the federal tax increase on these products at the end of
fiscal 2009.

The motor fuel gross margin for our company-operated stores in
the United States increased 3.97¢ per gallon, from 13.58¢ per gallon in fiscal
2008 to 17.55¢ per gallon in 2009. 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 before the end of fiscal 2009 were as
follows:

|(US cents per gallon)                                                               |  |       |  |  |       |  |  |       |  |  |       |  |  |                  | 
|----------------------------------------------------------------------------------- |  | ----- |  |  | ----- |  |  | ----- |  |  | ----- |  |  | ---------------- | 
|Quarter                                                                             |  | 1st   |  |  | 2nd   |  |  | 3rd   |  |  | 4th   |  |  | Weighted 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             | 

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% was mainly due to a normal increase in
operating expenses caused by inflation, partially offset by our management of
other controllable expenses.

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 improvement
of 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 was due to the combined reduction in our average borrowings
and interest rates.

Income taxes

The income tax rate for fiscal year 2009 was 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. 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.

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 in fiscal 2008 ($0.92 per share on a diluted basis), an increase
of $64.6 million or 34.1%.

Alimentation Couche-Tard Inc. / 16

---

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 25, 2010, 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, we review our
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 our 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.
Our evaluation of the existence of impairement indicators is based on market
conditions and our operational performance. 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.

Goodwill and Intangiblesare evaluated for impairment
annually, or more often if events or changes in circumstances indicate that the
value of certain goodwill or intangibles may be impaired. For the purpose of
this impairment test, we use estimates and assumptions to establish the fair
value of our reporting units and intangible assets. If these assumptions and
estimates prove to be incorrect, the carrying value of our goodwill or
intangibles 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 the experience of the
contractors that perform the environmental assessments and remediation work.

In each of the US states in which we operate, with the
exception of Michigan, Iowa, Florida, Arizona, Texas and Washington State, there
is a state fund to cover the cost of certain environmental remediation
activities after applicable trust fund deductible is met, which varies by State.
These state funds provide insurance for motor fuel facilities operations to
cover some of the costs of cleaning up certain contamination to the environment
caused by the usage of underground motor fuel equipment. Underground motor fuel
storage tank registration fees and/or a motor fuel tax in each of the states
finance the trust funds. We pay the annual registration fees and remit the sales
taxes to the applicable states where we are a member of the trust fund.
Insurance coverage is different in the various states.

Alimentation Couche-Tard Inc. / 17

---

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

On February 13, 2008, the Accounting Standards Board (AcSB)
issued a news release confirming that publicly accountable enterprises will be
required to apply International Financial Reporting Standards (IFRS) in 2011.
We will therefore adopt IFRS on April 25, 2011.

Since we will adopt IFRS on April 25, 2011, new Canadian GAAP
standards that will be effective on or after that date are not disclosed as
future accounting changes because we dont expect to apply them.

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
political and 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 fiscal 2010, motor
fuel sales accounted for approximately 64.0% of our total revenue, yet the motor
fuel gross margin represented only about 24.0% of our overall gross profits. In
fiscal 2010, a change of one cent per gallon would have resulted in a change of
approximately $41.0 million in the motor fuel gross profit, with a corresponding
impact on net earnings of $0.16 per share on a diluted basis for
company-operated stores. To react as promptly 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.

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 US markets
because the majority of this expense is based on a percentage of the retail
prices of motor fuel. For example, for fiscal 2010, 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 $5.3 million,
with a corresponding impact on net earnings of $0.02 per share on a diluted
basis. We regularly analyze various opportunities that would allow us to
mitigate the risks associated with expenses related to electronic payment modes.

Alimentation Couche-Tard Inc. / 18

---

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 2010, revenues
of tobacco products were approximately 41.0% 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 pharmacy chains. Over the years, we expanded our network by
selecting choice locations while developing an expertise in our market niche,
namely by investing in the improvement of our stores, further supported by
merchandising strategies tailored to our various markets. These strategies are
driven by a diversified selection of proprietary brand products, loyalty programs
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 US 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.

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.

Alimentation Couche-Tard Inc. / 19

---

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, $350.0 million of which bears interest at floating rates. By applying
interest rates as they were in effect on April 25, 2010 to our current debt, our
total interest expense would be approximately $32.5 million. A one-percentage
point increase in interest rates would increase our total annual interest
expense by $3.5 million or $0.01 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 25, 2010, $1.0 billion are available under our credit
facilities of which $622.0 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 25, 2010,
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 $21.3 million on Other comprehensive income.

Alimentation Couche-Tard Inc. / 20

---

International Standards

In February 2008, Canadian Accounting Standards Board (AcSB) of
the Canadian Institute of Chartered Accountants announced that the use of
International Financial Reporting Standards (IFRS) established by the
International Accounting Standards Board (IASB) will be required for publicly
accountable profit-oriented enterprises starting in 2011. For those enterprises,
IFRS will replace General Accepted Accounting Principles currently in effect in
Canada (GAAP). IFRS uses a conceptual framework similar to GAAP, but there are
differences in recognition, measurement and presentation standards. 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 transition date.

These new standards are applicable to fiscal years beginning on
or after January 1st, 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. Our external auditors are notified of our choices and consulted on
them. Our Audit Committee ensures that management fulfills its responsibilities
and successfully accomplishes the changeover to IFRS while we continue to
provide training to key employees. Changes in accounting policies are likely and
could impact our consolidated financial statements.

The principal phases, actions, timetables and progress of our
transition plan are outlined in the following table:

|Phase
      1: Preliminary Analysis and Diagnostic
|--------------------------------------------------
|Action                                            
|                                                  
|Timetable                                         
|Progress                                          



|Phase
      2: Analysis of Standards
|------------------------------------
|Action                              
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Timetable                           
|Progress                            
|                                    
|                                    
|                                    

Alimentation Couche-Tard Inc. / 21

---



|Phase 3: Implementation |                 |                                                                                                                                                                    
|----------------------- | --------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Action                  | o               | Compilation of the comparative financial data.                                                                                                                     
|                        | o               | Production of the interim consolidated
      financial statements and the associated disclosure.                                                                   
|                        | o               | Production of the annual consolidated financial
      statements and the associated disclosure.                                                                    
|                        | o               | Implementation of changes regarding collateral impacts.                                                                                                            
|Timetable               | o               | At the end of fiscal 2011, our opening balance
      sheet, comparative financial data under IFRS and changes regarding
      collateral impacts will be completed.
|                        | o               | During
      fiscal 2012, we will produce our interim and annual consolidated financial
      statements and disclosure in accordance with IFRS.                   
|Progress                | Not applicable.

There are many differences between Canadian GAAP and IFRS. The
IASB is actually in the process of revising multiple IFRS standards. Our
analysis of the changes and decisions to be made concerning our accounting
policies was done using accounting standards presently in effect. We are still
quantifying the impact of the differences between these new standards on our
accounting policies. The following table presents a summary of the most
important differences, as at July 13, 2010, considering their impact for us:

|Comparison between Canadian
      GAAP
|--------------------------------------
|IFRS standard                         
|Property, Plant and Equipment (IAS 16)
|                                      
|Leases (IAS 17)                       

Alimentation Couche-Tard Inc. / 22

---



|IFRS standard                      |  | Comparison between Canadian GAAP and IFRS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                             | Findings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Compensation and Benefits (IAS 19) |  | Canadian GAAP: An entity must use the
      corridor approach and recognize amortization of actuarial gains and losses
      in a period in which, as of the beginning of the period, the unamortized
      net actuarial gain or loss exceeds 10 percent of the greater of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                             | We will continue to use the corridor
      approach. We expect that this standard will have no significant impact on
      our consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |  | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the accrued benefit obligation at the
      beginning of the year;                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |  | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the fair value, or market-related value, of
      plan assets at the beginning of the year. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |  | IFRS: According to IFRS, it is permitted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | -                                                                                           | to use the corridor approach;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | -                                                                                           | to immediately record actuarial gains and
      losses to shareholders equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Borrowing Costs (IAS 23)           |  | Canadian GAAP: Borrowing costs may be
      capitalized for certain projects.
      IFRS: Borrowing costs for qualifying assets
      must be capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                             | We will capitalize borrowing costs for
      qualifying assets. However, we expect that this
      standard will have no impact significant on the consolidated opening balance sheet under IFRS.                                                                                                                                                                                                                                                                                                                                                      
|Joint
      Ventures (IAS 31)      |  | Canadian GAAP: According to Canadian GAAP, a joint venture must be accounted for using the proportionate consolidation method.
      IFRS: The proportionate consolidation method and the equity method are acceptable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                             | Under IFRS, the company will record its investment in RDK according to the equity method. Therefore, on the balance sheet,
      we will present an equity- accounted investment in RDK
      on a distinct line and in the consolidated statement of earnings we will present our proportionate interest of RDKs income on a
      distinct line. However, there will be no impact on our
      consolidated net earnings.
      
      The opening consolidated
      balance sheet under IFRS will be restated with no impact to retained earnings.
|Impairment of assets (IAS 36)      |  | Canadian GAAP: Long-lived assets tested using a two-step approach are grouped at the lowest level for which identifiable cash flows are largely independent
      of the cash flows of other assets and liabilities.
      Cash flows used for the purpose of the first step of
      impairment testing are not discounted and impairment resulting from this test cannot be
      subsequently reversed.
      
      IFRS: Long-lived assets tested using
      a one-step approach are grouped at the level of cash generating units, which are defined as the lowest level of assets that generate largely independent cash inflows. Cash
      flows used for the purpose of impairment testing are
      discounted and impairment resulting from this test can
      be subsequently reversed. |                                                                                             | The application of the new standard should result in discounted cash flow testing being applied to smaller groups of assets. This could result in additional expenses for asset depreciation. These additional expenses could however be reversed
      subsequently. We expect that this standard will have
      no significant impact on our consolidated opening balance sheet under IFRS.                                                                                                                                                         

Alimentation Couche-Tard Inc. / 23

---



|IFRS
      standard                                                     |  | **Comparison between Canadian
      GAAP** **and IFRS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Findings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Provisions,
      Contingent Liabilities and Contingent Assets (IAS 37) |  | Canadian GAAP: Asset retirement obligations are discounted at a
      risk-free rate adjusted for the Companys credit rating at the time of the
      estimation and revision of costs.
      A provision for onerous contracts is only taken in specific
      situations.
      Discounting is only required for certain specific provisions.
      IFRS: Asset retirement obligations are discounted at a risk-free rate
      adjusted for the Companys credit rating at the time of the revaluation of
      costs.
      A contract is onerous when the unavoidable costs of meeting the
      obligations under the contract exceed the economic benefits expected to be
      received under it. This type of contract requires the recognition of a
      liability under IFRS.
      A long-term provision must be recorded at its discounted value. |  | Asset retirement obligations will be discounted at a risk-free rate
      adjusted for the Companys credit rating at the time of the revaluation of
      costs. We expect that this standard will have no significant impact on our
      consolidated financial statements.
      Onerous contracts will be recorded and valued as provisions. We expect
      that this standard will have no significant impact on our consolidated
      financial statements.
      Liabilities for which value is estimated using future cash flows will
      be recorded at a discounted value. This will reduce the amount of certain
      liabilities and their corresponding expenses while increasing the
      accretion expense. The liabilities involved included in the consolidated
      opening balance sheet under IFRS will be adjusted accordingly and this
      adjustment will be taken to retained earnings.
|Intangible Assets
      (IAS 38)                                        |  | Canadian GAAP: Intangible assets must be recorded at their acquisition
      cost.
      IFRS: An entity may choose between using the cost model (identical to
      Canadian GAAP) or the revaluation for subsequent measurement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | We will continue to use the cost method.
      We expect that this standard will have no significant impact on our
      consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Financial
      Instruments: Recognition and Measurement (IAS 39)       |  | Canadian GAAP: For assessing and measuring the effectiveness of a
      hedging relationship, the critical terms match method is permitted if
      certain conditions are met.
      IFRS: The critical terms match method is not permitted. Ineffectiveness
      must be measured each period throughout the life of the hedging
      relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Based
      on our current situation, we expect that this standard will have no
      significant impact on our consolidated financial statements on the date of
      transition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Alimentation Couche-Tard Inc. / 24

---



|                              
|------------------------------
|IFRS standard                 
|Share-based Payment (IFRS 2)  
|Business combinations (IFRS 3)

Alimentation Couche-Tard Inc. / 25

---

Initial adoption of IFRS requires the application of IFRS 1,
First Time Adoption of IFRS. This standard generally requires retrospective
application of all IFRS effective at the reporting date, with the exception of
certain mandatory exceptions and limited optional exemptions provided in the
standard. The significant optional exemptions available under IFRS 1 that we
will apply in preparing our opening balance sheet in accordance with IFRS are
included in the following table:

|Optional
      exemption  | Companys choice                                                                                                                                                                                                                                                         
|------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Business Combinations     | Under this exemption we may elect not to apply
      IFRS 3 retrospectively to past business combinations. The standard may be
      applied prospectively.                                                                                                              
|                          |                                                                                                                                                                                                                                                                          
|                          | We
      intend to use this exemption.                                                                                                                                                                                                                                   
|Compensation and Benefits | This exemption allows us to reset the
      cumulative unrecognised actuarial gains and losses to zero by recognizing
      the full amount in the retained earnings.                                                                                                    
|                          |                                                                                                                                                                                                                                                                          
|                          | We
      intend to use this exemption.                                                                                                                                                                                                                                   
|Fair value as deemed cost | This exemption allows us to adopt a fair value
      method for any elements of property and equipment and designate fair value
      as deemed cost as at the transition date. It is also possible to use
      original cost previously determined under Canadian GAAP.
|                          |                                                                                                                                                                                                                                                                          
|                          | We
      intend to keep property and equipment at original cost.                                                                                                                                                                                                         

Outlook

In the course of fiscal year 2011, we expect to pursue our
investments with caution in order to, amongst other things, improve our network.
Given the economic climate and its attractive access to capital, we believe to
be well positioned to realize acquisitions and 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 13, 2010

Alimentation Couche-Tard Inc. / 26

---

Alimentation Couche-Tard Inc. Consolidated Financial
Statements April 25, 2010, April 26, 2009 and April 27, 2008

|Managements Report                                                    | 2 
|---------------------------------------------------------------------- | --
|Managements Report on Internal Control over Financial
      Reporting | 2 
|Independent Auditors Report                                           | 3 
|Consolidated Financial Statements                                      |   
|Consolidated Statements of Earnings                                    | 5 
|Consolidated
      Statements of Changes in Shareholders Equity       | 6 
|Consolidated Statements of Cash Flows                                  | 8 
|Consolidated Balance
      Sheets                                      | 9 
|Notes to
      Consolidated Financial Statements                       | 10

---

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 fiscal years
ended April 25, 2010 and April 26, 2009 were audited by PricewaterhouseCoopers
LLP, chartered accountants, and their report indicates the extent of their audit
and their opinion on the consolidated financial statements. The consolidated
financial statements for the fiscal year ended April 27, 2008 were audited by
Raymond Chabot Grant Thornton LLP.

July 13, 2010

|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 for Alimentation Couche-Tard
Inc, as such term is defined inRule 13a-15(f) under the Securities
Exchange Act of 1934(United States) and Canadian securities regulations.
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 25, 2010. 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 25, 2010.

PricewaterhouseCoopers LLP, chartered accountants, audited
Alimentation Couche-Tard Inc.s internal control over financial reporting as at
April 25, 2010 and have issued their unqualified opinion thereon, which is
included herein.

July 13, 2010

|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 13, 2010

We have completed integrated audits of Alimentation Couche-Tard
Inc.s consolidated financial statements for the fiscal years ended April 25,
2010 and April 26, 2009 and of its internal control over financial reporting as
at April 25, 2010. Our opinions, based on our audits, are presented below.

Consolidated financial statements

We have audited the accompanying consolidated balance sheets of
Alimentation Couche-Tard Inc. as at April 25, 2010 and April 26 2009 and the
related consolidated statements of earnings, changes in shareholders equity and
cash flows for the fiscal years 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 audits.

We conducted our audits 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
audits 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 25, 2010 and April 26, 2009 and the results
of its operations and its cash flows for the fiscal years then ended in
accordance with Canadian generally accepted accounting principles.

The consolidated statement of earnings, changes in
shareholders equity and cash flows for the fiscal year ended April 27, 2008
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 Alimentation Couche-Tard inc.s internal
control over financial reporting as at April 25, 2010, based on criteria
established in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations 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. A
companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting 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 (iii) 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 25,
2010 based on the criteria established in Internal Control  Integrated
Framework issued by COSO.

PricewaterhouseCoopers LLP1Chartered
Accountants Montreal, Canada



______________________________1 Chartered
accountant auditor permit No. 19653

Alimentation Couche-Tard Inc. / 4

---

CONSOLIDATED STATEMENTS OF EARNINGSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars (Note 2), except per share
amounts)

|                                                                                                                                   |  | 2010     |  |  | 2009     |  |  | 2008     | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  |  | -------- |  |  | -------- | 
|                                                                                                                                   |  | **$**    |  |  | **$**    |  |  | **$**    | 
|Revenues                                                                                                                           |  | 16,439.6 |  |  | 15,781.1 |  |  | 15,370.0 | 
|Cost of sales (excluding depreciation and amortization of
      property and equipment and other assets as shown separately below) |  | 13,886.3 |  |  | 13,344.5 |  |  | 13,146.5 | 
|Gross profit                                                                                                                       |  | 2,553.3  |  |  | 2,436.6  |  |  | 2,223.5  | 
|                                                                                                                                   |  |          |  |  |          |  |  |          | 
|Operating, selling, administrative
      and general expenses (Note 7)                                                             |  | 1,906.7  |  |  | 1,848.8  |  |  | 1,738.9  | 
|Depreciation and amortization of property and equipment and
      other assets (Note 7)                                            |  | 204.5    |  |  | 183.0    |  |  | 172.5    | 
|                                                                                                                                   |  | 2,111.2  |  |  | 2,031.8  |  |  | 1,911.4  | 
|Operating income                                                                                                                   |  | 442.1    |  |  | 404.8    |  |  | 312.1    | 
|Financial expenses (Note 7)                                                                                                        |  | 29.9     |  |  | 36.2     |  |  | 54.6     | 
|Earnings before income taxes                                                                                                       |  | 412.2    |  |  | 368.6    |  |  | 257.5    | 
|Income taxes (Note 8)                                                                                                              |  | 109.3    |  |  | 114.7    |  |  | 68.2     | 
|Net
      earnings                                                                                                                 |  | 302.9    |  |  | 253.9    |  |  | 189.3    | 
|                                                                                                                                   |  |          |  |  |          |  |  |          | 
|Net earnings per share (Note 9)                                                                                                    |  |          |  |  |          |  |  |          | 
|Basic                                                                                                                              |  | 1.64     |  |  | 1.31     |  |  | 0.94     | 
|Diluted                                                                                                                            |  | 1.60     |  |  | 1.29     |  |  | 0.92     | 

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

Alimentation Couche-Tard Inc. / 5

---

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITYFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars (Note 2))

|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  |               |   |  | 2010          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | - |  | ----------- | - |  | -------- | - |  | ------------- | - |  | ------------- | -
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | Accumulated   |   |  |               |  
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | other         |   |  |               |  
|                                                                                                                                                         |  | Capital |   |  | Contributed |   |  | Retained |   |  | comprehensive |   |  | Shareholders |  
|                                                                                                                                                         |  | stock   |   |  | surplus     |   |  | earnings |   |  | income(5      | ) |  | equity        |  
|                                                                                                                                                         |  | **$**   |   |  | **$**       |   |  | **$**    |   |  | **$**         |   |  | **$**         |  
|Balance, beginning of year                                                                                                                               |  | 329.1   |   |  | 17.7        |   |  | 932.6    |   |  | 46.6          |   |  | 1,326.0       |  
|Comprehensive income:                                                                                                                                    |  |         |   |  |             |   |  |          |   |  |               |   |  |               |  
|Net earnings                                                                                                                                             |  |         |   |  |             |   |  | 302.9    |   |  |               |   |  | 302.9         |  
|Change in cumulative translation
      adjustments (1)                                                                                                   |  |         |   |  |             |   |  |          |   |  | 62.0          |   |  | 62.0          |  
|Change in fair value of a financial
      instrument designated as a cash flow hedge (2)                                                                 |  |         |   |  |             |   |  |          |   |  | 0.6           |   |  | 0.6           |  
|Gain realized on a financial instrument designated as a
      cash flow hedge transferred to earnings (3)                                                |  |         |   |  |             |   |  |          |   |  | (0.2          | ) |  | (0.2          | )
|Change in fair value of an
      available-for-sale investment (4)                                                                                       |  |         |   |  |             |   |  |          |   |  | 11.4          |   |  | 11.4          |  
|Gain realized on disposal of an available-for-sale
      investment transferred to earnings (4)                                                          |  |         |   |  |             |   |  |          |   |  | (11.4         | ) |  | (11.4         | )
|Comprehensive income                                                                                                                                     |  |         |   |  |             |   |  |          |   |  |               |   |  | 365.3         |  
|Dividends                                                                                                                                                |  |         |   |  |             |   |  | (25.1    | ) |  |               |   |  | (25.1         | )
|Stock option-based compensation
      expense (Note 21)                                                                                                  |  |         |   |  | 2.0         |   |  |          |   |  |               |   |  | 2.0           |  
|Fair value of stock options exercised                                                                                                                    |  | 0.9     |   |  | (0.9        | ) |  |          |   |  |               |   |  | -             |  
|Cash received upon exercise of stock
      options                                                                                                       |  | 2.5     |   |  |             |   |  |          |   |  |               |   |  | 2.5           |  
|Repurchase and cancellation of shares                                                                                                                    |  | (13.0   | ) |  |             |   |  |          |   |  |               |   |  | (13.0         | )
|Excess of acquisition cost over book value of Class A
      multiple voting shares and Class B subordinate voting shares repurchased
      and cancelled |  |         |   |  |             |   |  | (43.4    | ) |  |               |   |  | (43.4         | )
|Balance,
      end of year                                                                                                                               |  | 319.5   |   |  | 18.8        |   |  | 1,167.0  |   |  | 109.0         |   |  | 1,614.3       |  

| | (1) | Includes a gain of $113.3 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 US self-sustaining operations
      (net of income taxes of $17.0).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (2) | This amount is net of income taxes of $0.2.                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                             
| | (3) | This amount is net of income taxes of $0.1.                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                             
| | (4) | These amounts are net of income taxes of $2.5.                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                             
| | (5) | The year-end balance is comprised of $108.6 for
      cumulative translation adjustments and $0.4 for the cumulative fair value
      variation of a financial instrument designated as a cash flow hedge (net
      of income taxes of $0.2).              

|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  |               |   |  | 2009          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | - |  | ----------- | - |  | -------- | - |  | ------------- | - |  | ------------- | -
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | Accumulated   |   |  |               |  
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | other         |   |  |               |  
|                                                                                                                                                         |  | Capital |   |  | Contributed |   |  | Retained |   |  | comprehensive |   |  | Shareholders |  
|                                                                                                                                                         |  | stock   |   |  | surplus     |   |  | earnings |   |  | income        |   |  | equity        |  
|                                                                                                                                                         |  | $       |   |  | $           |   |  | $        |   |  | $             |   |  | $             |  
|Balance, beginning of year                                                                                                                               |  | 348.8   |   |  | 15.6        |   |  | 775.0    |   |  | 114.3         |   |  | 1,253.7       |  
|Comprehensive income:                                                                                                                                    |  |         |   |  |             |   |  |          |   |  |               |   |  |               |  
|Net earnings                                                                                                                                             |  |         |   |  |             |   |  | 253.9    |   |  |               |   |  | 253.9         |  
|Change in cumulative translation
      adjustments (1)                                                                                                   |  |         |   |  |             |   |  |          |   |  | (67.7         | ) |  | (67.7         | )
|Comprehensive income                                                                                                                                     |  |         |   |  |             |   |  |          |   |  |               |   |  | 186.2         |  
|Dividends                                                                                                                                                |  |         |   |  |             |   |  | (24.1    | ) |  |               |   |  | (24.1         | )
|Stock option-based compensation
      expense (Note 21)                                                                                                  |  |         |   |  | 2.7         |   |  |          |   |  |               |   |  | 2.7           |  
|Fair value of stock options exercised                                                                                                                    |  | 0.6     |   |  | (0.6        | ) |  |          |   |  |               |   |  | -             |  
|Cash received upon exercise of stock
      options                                                                                                       |  | 1.8     |   |  |             |   |  |          |   |  |               |   |  | 1.8           |  
|Repurchase 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 $109.9 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 US self-sustaining operations (net of
      income taxes of $20.3).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Alimentation Couche-Tard Inc. / 6

---

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(continued)For the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars (Note 2))

|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  |               |  |  | 2008          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | - |  | ----------- | - |  | -------- | - |  | ------------- |  |  | ------------- | -
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | Accumulated   |  |  |               |  
|                                                                                                                                                         |  |         |   |  |             |   |  |          |   |  | other         |  |  |               |  
|                                                                                                                                                         |  | Capital |   |  | Contributed |   |  | Retained |   |  | comprehensive |  |  | Shareholders |  
|                                                                                                                                                         |  | stock   |   |  | surplus     |   |  | earnings |   |  | income        |  |  | equity        |  
|                                                                                                                                                         |  | $       |   |  | $           |   |  | $        |   |  | $             |  |  | $             |  
|Balance, beginning of year                                                                                                                               |  | 352.3   |   |  | 13.4        |   |  | 681.9    |   |  | 97.8          |  |  | 1,145.4       |  
|Impact of
      changes in accounting policies (1)                                                                                                       |  |         |   |  |             |   |  | 0.9      |   |  | 0.4           |  |  | 1.3           |  
|Balance, beginning of year, as
      restated                                                                                                            |  | 352.3   |   |  | 13.4        |   |  | 682.8    |   |  | 98.2          |  |  | 1,146.7       |  
|Comprehensive income :                                                                                                                                   |  |         |   |  |             |   |  |          |   |  |               |  |  |               |  
|Net earnings                                                                                                                                             |  |         |   |  |             |   |  | 189.3    |   |  |               |  |  | 189.3         |  
|Change in cumulative translation
      adjustments (2)                                                                                                   |  |         |   |  |             |   |  |          |   |  | 16.1          |  |  | 16.1          |  
|Comprehensive income                                                                                                                                     |  |         |   |  |             |   |  |          |   |  |               |  |  | 205.4         |  
|Dividends                                                                                                                                                |  |         |   |  |             |   |  | (25.6    | ) |  |               |  |  | (25.6         | )
|Stock option-based compensation
      expense (Note 21)                                                                                                  |  |         |   |  | 4.0         |   |  |          |   |  |               |  |  | 4.0           |  
|Fair value of stock options exercised                                                                                                                    |  | 1.8     |   |  | (1.8        | ) |  |          |   |  |               |  |  | -             |  
|Cash received upon exercise of stock
      options                                                                                                       |  | 4.7     |   |  |             |   |  |          |   |  |               |  |  | 4.7           |  
|Repurchase 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) | As a result of the adoption of Canadian Institute of
      Chartered Accountants Handbook Section 3855 by which transaction costs
      were deducted from the amount of the financial liability to which they
      were directly attributable instead of being deferred and amortized over
      the term of the debt as they previously were.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Includes a gain of $72.2 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 US self-sustaining operations
      (net of income taxes of $11.1).                                                                                     

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

Alimentation Couche-Tard Inc. / 7

---

CONSOLIDATED STATEMENTS OF CASH FLOWSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars (Note 2))

|                                                                                                                        |  | 2010   |   |  | 2009   |   |  | 2008   |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------ | - |  | ------ | - |  | ------ | -
|                                                                                                                        |  | **$**  |   |  | **$**  |   |  | **$**  |  
|Operating activities                                                                                                    |  |        |   |  |        |   |  |        |  
|Net earnings                                                                                                            |  | 302.9  |   |  | 253.9  |   |  | 189.3  |  
|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 |  | 176.4  |   |  | 161.4  |   |  | 151.8  |  
|Future
      income taxes                                                                                               |  | 40.2   |   |  | 32.0   |   |  | 19.0   |  
|(Gain) loss on disposal
      of property and equipment and other assets                                                |  | (15.5  | ) |  | 2.8    |   |  | (0.9   | )
|Deferred
      credits                                                                                                  |  | 11.9   |   |  | 9.4    |   |  | 13.3   |  
|Other                                                                                                                   |  | 19.8   |   |  | 13.3   |   |  | 24.2   |  
|Changes in non-cash working
      capital (Note 10)                                                                     |  | (44.9  | ) |  | 30.0   |   |  | (36.9  | )
|Net cash
      provided by operating activities                                                                         |  | 490.8  |   |  | 502.8  |   |  | 359.8  |  
|                                                                                                                        |  |        |   |  |        |   |  |        |  
|Investing activities                                                                                                    |  |        |   |  |        |   |  |        |  
|Purchases of property and equipment
      and other assets                                                              |  | (230.9 | ) |  | (251.4 | ) |  | (283.6 | )
|Business acquisitions (Note 6)                                                                                          |  | (156.1 | ) |  | (80.8  | ) |  | (70.7  | )
|Disposal of an investment in
      publicly-traded securities                                                           |  | 75.9   |   |  | -      |   |  | -      |  
|Investment in publicly-traded securities                                                                                |  | (62.0  | ) |  | -      |   |  | -      |  
|Proceeds from disposal of property
      and equipment and other assets                                                 |  | 28.5   |   |  | 15.8   |   |  | 21.0   |  
|Proceeds from sale and leaseback transactions                                                                           |  | 11.1   |   |  | 19.8   |   |  | 172.4  |  
|Deposit reimbursement on business acquisition                                                                           |  | -      |   |  | -      |   |  | 0.5    |  
|Net cash
      used in investing activities                                                                             |  | (333.5 | ) |  | (296.6 | ) |  | (160.4 | )
|                                                                                                                        |  |        |   |  |        |   |  |        |  
|Financing activities                                                                                                    |  |        |   |  |        |   |  |        |  
|Net decrease in long-term debt                                                                                          |  | (46.7  | ) |  | (116.5 | ) |  | (14.3  | )
|Repurchase of Class A multiple voting shares and Class B
      subordinate voting shares                                |  | (56.4  | ) |  | (99.5  | ) |  | (101.3 | )
|Cash dividends paid                                                                                                     |  | (25.1  | ) |  | (24.1  | ) |  | (25.6  | )
|Interest rate swap early termination fees received
      (Note 24)                                                      |  | 2.5    |   |  | 9.4    |   |  | -      |  
|Issuance of shares                                                                                                      |  | 2.5    |   |  | 1.8    |   |  | 4.7    |  
|Net cash
      used in financing activities                                                                             |  | (123.2 | ) |  | (228.9 | ) |  | (136.5 | )
|Effect of exchange rate fluctuations on cash and cash
      equivalents                                                 |  | 13.5   |   |  | (20.0  | ) |  | 11.4   |  
|Net increase (decrease) in cash and cash
      equivalents                                                              |  | 47.6   |   |  | (42.7  | ) |  | 74.3   |  
|Cash and cash equivalents, beginning of year                                                                            |  | 173.3  |   |  | 216.0  |   |  | 141.7  |  
|Cash and
      cash equivalents, end of year                                                                            |  | 220.9  |   |  | 173.3  |   |  | 216.0  |  

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

Alimentation Couche-Tard Inc. / 8

---

CONSOLIDATED BALANCE SHEETSas at April 25, 2010 and April 26, 2009 (in millions of US
dollars (Note 2))

|                                                         |  | 2010    |  |  | 2009    | 
|-------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                         |  | **$**   |  |  | **$**   | 
|Assets                                                   |  |         |  |  |         | 
|Current assets                                           |  |         |  |  |         | 
|Cash and cash
      equivalents                          |  | 220.9   |  |  | 173.3   | 
|Accounts receivable (Note 11)                            |  | 286.2   |  |  | 225.4   | 
|Inventories (Note 12)                                    |  | 474.1   |  |  | 400.3   | 
|Prepaid expenses                                         |  | 20.2    |  |  | 8.5     | 
|Income taxes receivable
      (Note 8)                   |  | 4.7     |  |  | -       | 
|Future income taxes (Note 8)                             |  | 24.9    |  |  | 37.0    | 
|                                                         |  | 1,031.0 |  |  | 844.5   | 
|Property and equipment (Note 13)                         |  | 1,980.5 |  |  | 1,777.2 | 
|Goodwill (Note 14)                                       |  | 426.5   |  |  | 384.8   | 
|Intangible assets (Note 15)                              |  | 188.2   |  |  | 184.2   | 
|Other assets (Note 16)                                   |  | 65.2    |  |  | 60.7    | 
|Future
      income taxes (Note 8)                       |  | 5.3     |  |  | 4.5     | 
|                                                         |  | 3,696.7 |  |  | 3,255.9 | 
|                                                         |  |         |  |  |         | 
|Liabilities                                              |  |         |  |  |         | 
|Current liabilities                                      |  |         |  |  |         | 
|Accounts payable and
      accrued liabilities (Note 17) |  | 872.9   |  |  | 758.1   | 
|Income taxes payable (Note 8)                            |  | -       |  |  | 26.3    | 
|Current portion of
      long-term debt (Note 18)        |  | 4.4     |  |  | 3.9     | 
|Future income taxes (Note 8)                             |  | 5.6     |  |  | 0.7     | 
|                                                         |  | 882.9   |  |  | 789.0   | 
|Long-term debt (Note 18)                                 |  | 736.8   |  |  | 745.3   | 
|Deferred credits and other
      liabilities (Note 19)   |  | 285.8   |  |  | 259.0   | 
|Future
      income taxes (Note 8)                       |  | 176,9   |  |  | 136.6   | 
|                                                         |  | 2,082.4 |  |  | 1,929.9 | 
|                                                         |  |         |  |  |         | 
|Shareholders equity                                     |  |         |  |  |         | 
|Capital stock (Note 20)                                  |  | 319.5   |  |  | 329.1   | 
|Contributed surplus                                      |  | 18.8    |  |  | 17.7    | 
|Retained earnings                                        |  | 1,167.0 |  |  | 932.6   | 
|Accumulated other comprehensive income                   |  | 109.0   |  |  | 46.6    | 
|                                                         |  | 1,614.3 |  |  | 1,326.0 | 
|                                                         |  | 3,696.7 |  |  | 3,255.9 | 

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. / 9

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (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 5,878 convenience stores across
North America, of which 4,408 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 fiscal years ended April 25, 2010, April 26, 2009 and April 27, 2008
are referred to as 2010, 2009 and 2008.

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 debt largely denominated in US dollars.

3. Accounting changes

Goodwill and Intangible Assets

On April 27, 2009, the Company adopted Canadian Institute of
Chartered Accountants (CICA) Handbook Section 3064 Goodwill and Intangible
Assets, replacing Section 3062 Goodwill and Other Intangible Assets and
Section 3450 Research and Development Costs. 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. The adoption of this new
Section resulted in the reclassification to Intangibles of certain software
previously presented in Property and Equipment.

Accounting Changes

On October 12, 2009, the Company adopted amendments to CICA
Section 1506 Accounting Changes, which excludes from the scope of this
Section, changes in accounting policies upon the complete replacement of an
entitys primary basis of accounting. The adoption of this new Section had no
impact on the Companys consolidated financial statements.

Financial Instruments - Disclosures

On October 12, 2009, the Company adopted amendments to CICA
Section 3862 Financial Instruments - Disclosures which enhance disclosure
requirements about liquidity risk of financial instruments. The amendment also
includes new disclosure requirements about fair value measurement of financial
instruments. The result of the implementation of this new standard is included
in Note 24 and had no impact on the Companys consolidated financial
statements.

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. They also
include the Companys portion of the accounts of the joint venture accounted for
using the proportionate consolidation method. All intercompany balances and
transactions have been eliminated on consolidation.

Alimentation Couche-Tard Inc. / 10

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

4. Accounting policies (continued)

Foreign currency translation

Functional currency

The functional currency of the Company for its Canadian and
corporate operations is the Canadian dollar while the US self-sustaining
operations' is the US Dollar.

Foreign currency transactions

Transactions denominated in foreign currencies are translated
into the relevant functional currency as follows: Monetary assets and
liabilities are translated at the exchange rate in effect at the balance sheet
date and revenues and expenses are translated at the average exchange rate on a
4-week period basis. Non-monetary assets and liabilities are translated at
historical rates. Gains and losses arising from such translation, if any, are
reflected in the consolidated statement of earnings.

Consolidation and foreign operations

The financial statements are consolidated in Canadian dollars
using the current rate method. Under this method, assets and liabilities of the
US operations are translated into Canadian dollars using the exchange rate in
effect at the balance sheet date. Revenues and expenses are translated at the
average exchange rate on a 4-week period basis. Gains and losses arising from
such translation are included in the accumulated other comprehensive income
account in shareholders equity.

Reporting currency

The Company has adopted the US dollar as its reporting
currency. The Canadian dollar consolidated financial statements are translated
into the reporting currency using the current rate method described above.
Capital stock, Contributed surplus and Retained earnings are translated using
historical rates. Gains and losses arising from translation are included in the
accumulated other comprehensive income in Shareholders' equity.

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
comprised primarily 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 license
operators.

Cost of sales and vendor rebates

Cost of sales is comprised mainly 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 cost 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 expensed as
incurred.

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 on analysis of
the Companys historical data and 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.

Alimentation Couche-Tard Inc. / 11

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

4. Accounting policies (continued)

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.

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.

Intangible assets

Intangible assets are mainly comprised of 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 they might be impaired. Other intangible assets are amortized using the
straight-line method over a period of five to ten years.

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
included in the initial carrying amount of the debt and are amortized using the
effective interest rate method that is based on the estimated cash flow over the
expected life of the liability.

Alimentation Couche-Tard Inc. / 12

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

4. Accounting policies (continued)

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 fiscal years beginning on or after January 1st, 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.

The Phantom Stock Units compensation cost and the related
liability are recorded on a straight-line basis over the corresponding vesting
period based on the fair market value of Class B shares and the best estimate of
the number of Phantom Stock Units that will ultimately be paid. The recorded
liability is adjusted periodically to reflect any variation in the fair market
value of the Class B shares.

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
  pro-rated on service and pension expense is recorded in earnings 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 1st, 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 1st, 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.

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 CICA Section 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
      liabilities  | Other financial
      liabilities | Amortized cost             | Net earnings                            

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

Alimentation Couche-Tard Inc. / 13

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

4. Accounting policies (continued)

Hedging and derivative financial instruments

Interest rate swaps

The Company used 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.

When the Company uses interest rate swaps, it 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 used interest rate swaps 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 was accounted for as an
adjustment of accrued interest.

In the case of an early termination of an 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.

When the Company uses interest rate swaps, the changes in fair
value of swaps 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 swaps 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.

Embedded total return swap

The Company uses an investment contract which include an
embedded total return swap to manage current and forecasted risks related to
changes in the fair value of the Phantom Stock Units (PSUs) granted by the
Company. The embedded total return swap is recorded at fair value on the
consolidated balance sheet under other assets.

The Company has documented and designated the embedded total
return swap as a cash flow hedge of the anticipated cash settlement transaction
related to the granted PSUs. The Company has determined that the embedded total
return swap is an effective hedge at the time of the establishment of the hedge
and for the duration of the embedded total return swap. The changes in the fair
value of the total return swap are initially recorded in consolidated other
comprehensive income and subsequently reclassified to consolidated net earnings
in the same period that the change in the fair value of the PSUs affects
consolidated net earnings. Should it become probable that the hedge transaction
will not occur, any gains, losses, revenues or expenses associated with the
hedging item that had previously been recognized in other comprehensive income
as a result of applying hedge accounting will be recognized in the reporting
period's net earnings under Operating, selling, administrative and general
expenses.

Hedge of the net investment in US self-sustaining operations

The Company has also designated its entire US dollar
denominated long-term debt as a foreign exchange hedge of its net investment in
its US 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 US self-sustaining subsidiaries. Should a portion of the
hedging relationship become ineffective, the ineffective portion would be
recorded in the consolidated statement of earnings under Operating, selling,
administrative and general expenses.

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.

Recently issued accounting standards not yet implemented

On February 13, 2008, the Accounting Standards Board (AcSB)
issued a news release confirming that publicly accountable enterprises will be
required to apply International Financial Reporting Standards (IFRS) in 2011.
The Company will therefore adopt IFRS on April 25, 2011.

Since the Company will adopt IFRS on April 25, 2011, new
Canadian GAAP standards that will be effective on or after that date are not
disclosed as future accounting changes because they will never be applied by the
Company.

Alimentation Couche-Tard Inc. / 14

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

5. Interest in a joint venture

On January 6, 2010, the Company along with Shell Oil Products
(Shell) created a joint venture, RDK Ventures LLC (RDK), to operate
convenience stores located in the greater Chicago metropolitan area of the
United States. Shell contributed $40.1 to the joint venture in property and
equipment while the Company contributed $40.1 in cash. Line items from RDKs
statement of earnings and balance sheet are reflected in the Companys
consolidated financial statements using the proportionate consolidation method
since Shell and the Company have joint control over the joint venture. The
Company owns a 50.01% interest in RDK and the major components of the interest
included in its consolidated financial statements are as follows:

|As at April
      25, 2010 |  | **$** |  
|-------------------------- |  | ----- | -
|Balance sheet              |  |       |  
|Current assets             |  | 15.5  |  
|Long-term
      assets     |  | 66.8  |  
|Current liabilities        |  | 14.8  |  
|Long-term liabilities      |  | 25.5  |  
|                           |  |       |  
|For fiscal year 2010       |  | **$** |  
|Statement of earnings      |  |       |  
|Revenues                   |  | 110.1 |  
|Expenses                   |  | 108.1 |  
|Net
      earnings         |  | 1.5   |  
|Statement of cash flows    |  |       |  
|Operating
      activities |  | 10.6  |  
|Investing activities       |  | (25.5 | )
|Financing activities       |  | 20.1  |  

6. 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. The allocations of the purchase price of the
acquisitions were established based on available information and on the basis of
evaluations and assumptions management believes to be reasonable. The
allocations are based on the estimated fair values on the dates of acquisition.

2010

- On May 28, 2009, the Company purchased 43 company-operated stores in
  Phoenix, Arizona, United-States from ExxonMobil Corporation. The Company
  leases the land and buildings related to nine sites, it owns the building and
  leases the land for one site, while it owns both these assets for the other
  sites. Under the same transaction, ExxonMobil also transferred to the Company
  the On the Run trademark rights in the United States as well as a network of
  444 franchised stores operating under this trademark in the United States.
- On January 6, 2010, through RDK, the Company participated in the
  acquisition of 100 stores owned by Shell, 69 of which are company-operated and
  the remaining 31 stores are operated by third party operators. RDK leases the
  land and buildings related to 55 sites, it owns the buildings and leases the
  land for five sites and it owns both these assets for the other sites.
- On February 16, 2010, the Company acquired from BP West Coast Products LLC
  their terminal facilities located in Phoenix, Arizona in the United States.
  The terminal facilities include 16 storage tanks with a storage capacity of
  220,000 barrels. The terminal is approved for 44,000 barrels per day and has
  access to petroleum products from refineries on the West Coast and in the Gulf
  Coast region of the United States.
- On April 6, 2010, the Company purchased eight company-operated stores in
  central North Carolina, United-States from Accel Marketing LLC. The Company
  owns the buildings and land for all eight sites.
- Since the beginning of the fiscal year, the Company also acquired 16
  stores through 12 distinct transactions. The Company owns the land and
  buildings for eight sites while it leases both these assets for the other
  eight sites.

These acquisitions were settled for a total cash consideration
of $156.1, including direct acquisition costs.

|                                                                   |  | **$** | 
|------------------------------------------------------------------ |  | ----- | 
|Tangible assets acquired                                           |  |       | 
|Inventories                                                        |  | 11.0  | 
|Property and
      equipment                                       |  | 163.6 | 
|Other assets                                                       |  | 0.3   | 
|Total tangible assets                                              |  | 174.9 | 
|Liabilities assumed                                                |  |       | 
|Accounts payable
      and accrued liabilities                     |  | 2.1   | 
|Deferred credits and other liabilities                             |  | 26.9  | 
|Total liabilities                                                  |  | 29.0  | 
|Net
      tangible assets acquired                                 |  | 145.9 | 
|Intangibles                                                        |  | 1.3   | 
|Goodwill                                                           |  | 8.9   | 
|Total consideration paid, including direct acquisition
      costs |  | 156.1 | 

The Company expects that approximately $4.0 of the goodwill
related to these transactions will be deductible for tax purposes.

Alimentation Couche-Tard Inc. / 15

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

6. Business acquisitions (continued)

2009

- On 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.
- On 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.
- On 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 the 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.
- On 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 2009 fiscal year, the Company purchased two stores through two
  distinct transactions. The Company owns the land and buildings related to both
  transactions.

These acquisitions were settled for a total cash consideration
of $80.8, including direct acquisition costs. The net assets acquired included
working capital of $9.9, property and equipment of $59.1, other assets of $1.4,
goodwill of $12.2 and deferred credits and other liabilities of $1.8.
Approximately $4.7 of the goodwill related to these transactions was deductible
for tax purposes.

2008

- On 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 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 was
deductible for tax purposes.

7. Supplementary information relating to the consolidated
statements of earnings

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

|                                 |  | 2010  |   |  | 2009  |   |  | 2008  |  
|-------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                 |  | **$** |   |  | **$** |   |  | **$** |  
|Net rent expense                 |  |       |   |  |       |   |  |       |  
|Rent expense                     |  | 250.6 |   |  | 237.6 |   |  | 209.0 |  
|Sub-leasing income               |  | (21.3 | ) |  | (19.6 | ) |  | (18.3 | )
|                                 |  | 229.3 |   |  | 218.0 |   |  | 190.7 |  
|                                 |  |       |   |  |       |   |  |       |  
|                                 |  |       |   |  |       |   |  |       |  
|                                 |  | 2010  |   |  | 2009  |   |  | 2008  |  
|                                 |  | **$** |   |  | **$** |   |  | **$** |  
|Depreciation and amortization    |  |       |   |  |       |   |  |       |  
|Property and equipment           |  | 203.2 |   |  | 181.7 |   |  | 170.6 |  
|Other assets                     |  | 1.3   |   |  | 1.3   |   |  | 1.9   |  
|                                 |  | 204.5 |   |  | 183.0 |   |  | 172.5 |  
|                                 |  |       |   |  |       |   |  |       |  
|Financial expenses               |  |       |   |  |       |   |  |       |  
|Interest on long-term
      debt |  | 33.1  |   |  | 37.4  |   |  | 58.2  |  
|Interest income                  |  | (3.2  | ) |  | (1.2  | ) |  | (3.6  | )
|                                 |  | 29.9  |   |  | 36.2  |   |  | 54.6  |  

Alimentation Couche-Tard Inc. / 16

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

8. Income taxes

|                     |  | 2010  |  |  | 2009  |  |  | 2008  | 
|-------------------- |  | ----- |  |  | ----- |  |  | ----- | 
|                     |  | **$** |  |  | **$** |  |  | **$** | 
|Current income taxes |  | 69.3  |  |  | 82.7  |  |  | 49.2  | 
|Future income taxes  |  | 40.0  |  |  | 32.0  |  |  | 19.0  | 
|                     |  | 109.3 |  |  | 114.7 |  |  | 68.2  | 

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:

|                                                                   |  | 2010  |   |  | 2009  |  |  | 2008  |  
|------------------------------------------------------------------ |  | ----- | - |  | ----- |  |  | ----- | -
|                                                                   |  | %     |   |  | %     |  |  | %     |  
|Combined statutory income tax rate
      in Canada (a)             |  | 30.58 |   |  | 30.90 |  |  | 31.66 |  
|Impact of tax rate changes                                         |  | -     |   |  | 0.12  |  |  | 0.32  |  
|Other permanent differences                                        |  | (4.08 | ) |  | 0.10  |  |  | (1.65 | )
|Effective income tax rate before unusual income tax
      reversal |  | 26.50 |   |  | 31.12 |  |  | 30.33 |  
|Unusual retroactive income tax
      reversal (b)                  |  | -     |   |  | -     |  |  | (3.84 | )
|Effective income tax rate                                          |  | 26.50 |   |  | 31.12 |  |  | 26.49 |  

| | (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, during the fiscal year
      ended April 29, 2007, the Company 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 Quebecs taxation
      authorities.

|The components of future income tax assets
      (liabilities) are as follows: |  |        |   |  |        |  
|------------------------------------------------------------------------------ |  | ------ | - |  | ------ | -
|                                                                               |  | 2010   |   |  | 2009   |  
|                                                                               |  | **$**  |   |  | **$**  |  
|Short-term net future income tax
      assets                                  |  |        |   |  |        |  
|Expenses deductible during the next
      year                                 |  | 22.9   |   |  | 22.8   |  
|Loss deductible during
      the next year                                     |  | -      |   |  | 13.8   |  
|Revenues taxable during the next year                                          |  | (7.5   | ) |  | (6.5   | )
|Deferred credits                                                               |  | 1.0    |   |  | 1.5    |  
|Other                                                                          |  | 2.9    |   |  | 4.7    |  
|                                                                               |  | 19.3   |   |  | 36.3   |  
|                                                                               |  |        |   |  |        |  
|Long-term net future income tax
      liabilities                              |  |        |   |  |        |  
|Property and equipment                                                         |  | (162.8 | ) |  | (140.5 | )
|Intangible assets                                                              |  | (65.2  | ) |  | (58.5  | )
|Deferred credits                                                               |  | 49.9   |   |  | 47.3   |  
|Asset retirement
      obligations                                             |  | 16.3   |   |  | 12.7   |  
|Goodwill                                                                       |  | (20.1  | ) |  | (11.0  | )
|Expenses deductible in
      future years                                      |  | 17.8   |   |  | 8.2    |  
|Non-capital losses                                                             |  | 5.0    |   |  | 2.6    |  
|Unrealized exchange
      gain                                                 |  | (18.3  | ) |  | (0.8   | )
|Other                                                                          |  | 5.8    |   |  | 7.9    |  
|                                                                               |  | (171.6 | ) |  | (132.1 | )

9. Net earnings per share

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

|                                                                              |  | 2010    |  |  | 2009    |  |  | 2008    | 
|----------------------------------------------------------------------------- |  | ------- |  |  | ------- |  |  | ------- | 
|                                                                              |  | **$**   |  |  | **$**   |  |  | **$**   | 
|Net earnings available to Class A
      and B shareholders                    |  | 302.9   |  |  | 253.9   |  |  | 189.3   | 
|                                                                              |  |         |  |  |         |  |  |         | 
|Weighted average number of shares
      (in thousands)                        |  | 184,236 |  |  | 193,596 |  |  | 201,486 | 
|Dilutive effect of stock options (in thousands)                               |  | 4,506   |  |  | 3,872   |  |  | 4,992   | 
|Weighted average number of diluted
      shares (in thousands)                |  | 188,742 |  |  | 197,468 |  |  | 206,478 | 
|                                                                              |  |         |  |  |         |  |  |         | 
|Basic net earnings per share
      available for Class A and B shareholders   |  | 1.64    |  |  | 1.31    |  |  | 0.94    | 
|                                                                              |  |         |  |  |         |  |  |         | 
|Diluted net earnings per share
      available for Class A and B shareholders |  | 1.60    |  |  | 1.29    |  |  | 0.92    | 

In calculating diluted net earnings per share for 2010,
1,138,627 stock options (1,677,059 in 2009 and 1,075,465 in 2008) are excluded
due to their antidilutive effect.

Alimentation Couche-Tard Inc. / 17

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

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

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

|                                         |  | 2010  |   |  | 2009  |   |  | 2008  |  
|---------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                         |  | **$** |   |  | **$** |   |  | **$** |  
|Accounts receivable                      |  | (27.8 | ) |  | 28.7  |   |  | (37.6 | )
|Inventories                              |  | (37.2 | ) |  | 35.1  |   |  | (46.4 | )
|Prepaid expenses                         |  | (11.0 | ) |  | -     |   |  | 5.6   |  
|Accounts payable and accrued liabilities |  | 75.0  |   |  | (49.5 | ) |  | 76.2  |  
|Income taxes payable                     |  | (43.9 | ) |  | 15.7  |   |  | (34.7 | )
|                                         |  | (44.9 | ) |  | 30.0  |   |  | (36.9 | )

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

|                        |  | 2010  |  |  | 2009  |  |  | 2008  | 
|----------------------- |  | ----- |  |  | ----- |  |  | ----- | 
|                        |  | **$** |  |  | **$** |  |  | **$** | 
|Interest paid           |  | 29.4  |  |  | 34.2  |  |  | 59.5  | 
|Income taxes paid       |  | 111.3 |  |  | 66.1  |  |  | 89.0  | 
|                        |  |       |  |  |       |  |  |       | 
|11. Accounts receivable |  |       |  |  |       |  |  |       | 

|                                                              |  | 2010  |  |  | 2009  | 
|------------------------------------------------------------- |  | ----- |  |  | ----- | 
|                                                              |  | **$** |  |  | **$** | 
|Trade accounts receivable and vendor
      rebates receivable |  | 119.4 |  |  | 106.8 | 
|Credit and debit cards receivable                             |  | 139.2 |  |  | 102.4 | 
|Environmental costs receivable (Note
      23)                |  | 3.1   |  |  | 3.0   | 
|Other accounts receivable                                     |  | 24.5  |  |  | 13.2  | 
|                                                              |  | 286.2 |  |  | 225.4 | 

12. Inventories

|                                   |  | 2010  |  |  | 2009  | 
|---------------------------------- |  | ----- |  |  | ----- | 
|                                   |  | **$** |  |  | **$** | 
|Merchandise  retail               |  | 323.3 |  |  | 289.2 | 
|Motor fuel                         |  | 131.1 |  |  | 93.8  | 
|Merchandise  distribution centres |  | 19.7  |  |  | 17.3  | 
|                                   |  | 474.1 |  |  | 400.3 | 

13. Property and equipment

|                                                   |  |         |  |  |              |  |  | 2010    | 
|-------------------------------------------------- |  | ------- |  |  | ------------ |  |  | ------- | 
|                                                   |  |         |  |  | Accumulated  |  |  |         | 
|                                                   |  | Cost    |  |  | depreciation |  |  | Net     | 
|                                                   |  | **$**   |  |  | **$**        |  |  | **$**   | 
|Land                                               |  | 571.3   |  |  | -            |  |  | 571.3   | 
|Buildings and building components                  |  | 554.4   |  |  | 136.2        |  |  | 418.2   | 
|Leasehold improvements                             |  | 389.3   |  |  | 190.4        |  |  | 198.9   | 
|Equipment                                          |  | 1,407.4 |  |  | 647.8        |  |  | 759.6   | 
|                                                   |  | 2,922.4 |  |  | 974.4        |  |  | 1,948.0 | 
|Buildings and equipment under
      capital leases |  | 45.4    |  |  | 12.9         |  |  | 32.5    | 
|                                                   |  | 2,967.8 |  |  | 987.3        |  |  | 1,980.5 | 
|                                                   |  |         |  |  |              |  |  |         | 
|                                                   |  |         |  |  |              |  |  | 2009    | 
|                                                   |  |         |  |  | Accumulated  |  |  |         | 
|                                                   |  | Cost    |  |  | depreciation |  |  | Net     | 
|                                                   |  | $       |  |  | $            |  |  | $       | 
|Land                                               |  | 498.2   |  |  | -            |  |  | 498.2   | 
|Buildings and building components                  |  | 466.4   |  |  | 101.2        |  |  | 365.2   | 
|Leasehold improvements                             |  | 330.2   |  |  | 140.3        |  |  | 189.9   | 
|Equipment                                          |  | 1,218.1 |  |  | 504.9        |  |  | 713.2   | 
|                                                   |  | 2,512.9 |  |  | 746.4        |  |  | 1,766.5 | 
|Buildings and equipment under
      capital leases |  | 23.5    |  |  | 12.8         |  |  | 10.7    | 
|                                                   |  | 2,536.4 |  |  | 759.2        |  |  | 1,777.2 | 

Alimentation Couche-Tard Inc. / 18

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

14. Goodwill

|                                     |  | 2010  |  |  | 2009  |  
|------------------------------------ |  | ----- |  |  | ----- | -
|                                     |  | **$** |  |  | **$** |  
|Balance, beginning of year           |  | 384.8 |  |  | 402.6 |  
|Goodwill acquired during the year    |  | 8.9   |  |  | 12.2  |  
|Effect of exchange rate fluctuations |  | 32.8  |  |  | (30.0 | )
|Balance, end of year                 |  | 426.5 |  |  | 384.8 |  

15. Intangible assets

|           |  | 2010  |  |  | 2009  | 
|---------- |  | ----- |  |  | ----- | 
|           |  | **$** |  |  | **$** | 
|Trademarks |  | 154.7 |  |  | 153.4 | 
|Licenses   |  | 18.8  |  |  | 17.9  | 
|Other      |  | 14.7  |  |  | 12.9  | 
|           |  | 188.2 |  |  | 184.2 | 

16. Other assets

|                                         |  | 2010  |  |  | 2009  | 
|---------------------------------------- |  | ----- |  |  | ----- | 
|                                         |  | **$** |  |  | **$** | 
|Deferred charges, net                    |  | 9.4   |  |  | 10.9  | 
|Environmental costs receivable (Note 23) |  | 18.7  |  |  | 19.3  | 
|Accrued pension benefit asset            |  | 8.3   |  |  | 7.1   | 
|Deposits                                 |  | 1.6   |  |  | 1.4   | 
|Other                                    |  | 27.2  |  |  | 22.0  | 
|                                         |  | 65.2  |  |  | 60.7  | 

17. Accounts payable and accrued liabilities

|                                            |  | 2010  |  |  | 2009  | 
|------------------------------------------- |  | ----- |  |  | ----- | 
|                                            |  | **$** |  |  | **$** | 
|Accounts payable and accrued
      expenses |  | 627.9 |  |  | 510.3 | 
|Sales and other taxes payable               |  | 96.4  |  |  | 124.3 | 
|Salaries and related benefits               |  | 76.3  |  |  | 64.5  | 
|Deferred credits                            |  | 14.8  |  |  | 13.7  | 
|Environmental costs                         |  | 10.1  |  |  | 9.5   | 
|Other                                       |  | 47.4  |  |  | 35.8  | 
|                                            |  | 872.9 |  |  | 758.1 | 

18. Long-term debt

|                                                                                                                                                                                                                    |  | 2010  |  |  | 2009  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  |  | ----- | 
|                                                                                                                                                                                                                    |  | **$** |  |  | **$** | 
|US dollar term revolving unsecured
      operating credit A, maturing in September 2012 (a)                                                                                                                         |  | 185.6 |  |  | 229.4 | 
|Canadian dollar term revolving unsecured operating credit
      A, maturing in September 2012 (CA$52.4 in 2010 and CA$28.6 in 2009)
      (a)                                                                       |  | 52.4  |  |  | 23.6  | 
|US dollar term revolving unsecured
      operating credit B, maturing in September 2012 (a)                                                                                                                         |  | 87.4  |  |  | 110.6 | 
|Canadian dollar term revolving unsecured operating credit
      B, maturing in September 2012 (CA$24.6 in 2010 and CA$21.4 in 2009)
      (a)                                                                       |  | 24.6  |  |  | 17.7  | 
|Subordinated unsecured debt, at
      amortized cost (b)                                                                                                                                                            |  | 351.7 |  |  | 351.7 | 
|Note payable, secured by the assets of certain stores,
      8.75%, repayable in monthly instalments, maturing in 2019                                                                                              |  | 4.2   |  |  | 4.5   | 
|Obligations related to buildings and
      equipment under capital leases, rates varying from 0.53% to 12.54%,
      payable on various dates until 2019 (includes an amount of $24.9 related
      to RDK in 2010) |  | 35.3  |  |  | 11.7  | 
|                                                                                                                                                                                                                    |  | 741.2 |  |  | 749.2 | 
|Current portion of long-term debt                                                                                                                                                                                   |  | 4.4   |  |  | 3.9   | 
|                                                                                                                                                                                                                    |  | 736.8 |  |  | 745.3 | 

Alimentation Couche-Tard Inc. / 19

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

18. Long-term debt (continued)

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

As at April 25, 2010, 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. 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 currency of the loan, on the Canadian prime rate, the US prime
  rate or the US base rate plus a variable margin.

Standby 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 25, 2010, the weighted average effective interest
rate is 0.86% (1.10% in 2009) for the US dollar portion and 1.05% (1.24% in
2009) for the Canadian dollar portion. In addition, CA$0.9 (CA$1.0 in 2009) and
$26.6 ($18.3 in 2009) are used for standby letters of credit. As at April 25,
2010 and April 26, 2009, 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 25, 2010 and 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 7.35% (7.56% in 2009)). 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 | 
|                                                    |  | $             |  |  | $              |  |  | CA$              | 
|2011                                                |  | 6.3           |  |  | 0.3            |  |  | -                | 
|2012                                                |  | 4.2           |  |  | 0.3            |  |  | -                | 
|2013                                                |  | 27.7          |  |  | 273.3          |  |  | 77.0             | 
|2014                                                |  | 1.7           |  |  | 350.4          |  |  | -                | 
|2015                                                |  | 1.2           |  |  | 0.4            |  |  | -                | 
|2016 and thereafter                                 |  | 0.5           |  |  | 2.5            |  |  | -                | 
|                                                    |  | 41.6          |  |  |                |  |  |                  | 
|Interest expense included in minimum lease payments |  | 6.3           |  |  |                |  |  |                  | 
|                                                    |  | 35.3          |  |  |                |  |  |                  | 

Alimentation Couche-Tard Inc. / 20

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

19. Deferred credits and other liabilities

|                                                       |  | 2010  |  |  | 2009  | 
|------------------------------------------------------ |  | ----- |  |  | ----- | 
|                                                       |  | **$** |  |  | **$** | 
|Deferred gain on sale and leaseback
      transactions |  | 98.6  |  |  | 101.3 | 
|Asset retirement obligations (a)                       |  | 46.0  |  |  | 42.5  | 
|Deferred rent expense                                  |  | 27.0  |  |  | 20.4  | 
|Provision for site restoration costs                   |  | 18.1  |  |  | 14.2  | 
|Provision for workers' compensation                    |  | 17.8  |  |  | 16.5  | 
|Accrued pension benefit liability                      |  | 14.0  |  |  | 9.8   | 
|Deferred credits                                       |  | 12.5  |  |  | 10.2  | 
|Deferred branding credits                              |  | 12.2  |  |  | 13.3  | 
|Other liabilities                                      |  | 39.6  |  |  | 30.8  | 
|                                                       |  | 285.8 |  |  | 259.0 | 

| | (a) | The total undiscounted amount of estimated cash flows to
      settle the asset retirement obligations is approximately $135.1 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:

|                                     |  | 2010  |   |  | 2009  |  
|------------------------------------ |  | ----- | - |  | ----- | -
|                                     |  | **$** |   |  | **$** |  
|Balance, beginning of year           |  | 50.9  |   |  | 48.8  |  
|Liabilities incurred                 |  | 0.3   |   |  | 0.4   |  
|Liabilities settled                  |  | (1.7  | ) |  | (2.5  | )
|Accretion expense                    |  | 4.4   |   |  | 3.8   |  
|Business acquisitions                |  | 1.5   |   |  | 1.4   |  
|Revision of estimations              |  | 0.3   |   |  | -     |  
|Effect of exchange rate fluctuations |  | 1.3   |   |  | (1.0  | )
|Balance, end of year                 |  | 57.0  |   |  | 50.9  |  

Of the total liability recorded in the consolidated balance
sheets as at April 25, 2010 and April 26, 2009, $46.0 and $42.5, respectively,
are included in Deferred credits and other liabilities and the remainder is
included in Accounts payable and accrued liabilities.

Alimentation Couche-Tard Inc. / 21

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

20. 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:

|                                                    |  | 2010        |   |  | 2009        |  
|--------------------------------------------------- |  | ----------- | - |  | ----------- | -
|Class A multiple voting shares                      |  |             |   |  |             |  
|Balance, beginning of year                          |  | 53,710,412  |   |  | 53,881,212  |  
|Repurchase and
      cancellation of shares (a) (b) |  | (3,700      | ) |  | (24,100     | )
|Conversion into Class B shares                      |  | -           |   |  | (146,700    | )
|Balance, end of year                                |  | 53,706,712  |   |  | 53,710,412  |  
|                                                    |  |             |   |  |             |  
|Class B subordinate voting shares                   |  |             |   |  |             |  
|Balance, beginning of year                          |  | 133,917,208 |   |  | 142,845,776 |  
|Repurchase and
      cancellation of shares (a) (b) |  | (4,296,000  | ) |  | (9,387,500  | )
|Issued as part of a previous
      acquisition      |  | 304         |   |  | 160         |  
|Issued on conversion of
      Class A shares        |  | -           |   |  | 146,700     |  
|Stock options exercised for cash                    |  | 321,085     |   |  | 312,072     |  
|Balance, end of year                                |  | 129,942,597 |   |  | 133,917,208 |  

| | (a) | On August 10, 2009, the Company implemented a share
      repurchase program to repurchase up to 2,685,370 of the 53,707,412 Class A
      multiple voting shares and up to 12,857,284 of the 128,572,846 Class B
      subordinate voting shares issued and outstanding as at July 24, 2009
      (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 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 24, 2009 and 1,000 shares can
      be made. When making such repurchases, the number of Class A multiple
      voting shares and 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 9, 2010. All shares
      repurchased under the share repurchase program are cancelled upon
      repurchase.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | From August 8, 2008 to August 7, 2009, the Company had a
      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 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 was
      allowed. Having made such repurchases, the number of Class A multiple
      voting shares and 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. All shares
      repurchased under the share repurchase program were cancelled upon
      repurchase.                                                           

Alimentation Couche-Tard Inc. / 22

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

21. 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
its Class B subordinate voting shares.

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 25, 2010, April 26, 2009 and April 27, 2008 and the
changes therein during the years then ended:

|                                             |  |                 |   |  | 2010           |  |  |                 |   |  | 2009           | 
|-------------------------------------------- |  | --------------- | - |  | -------------- |  |  | --------------- | - |  | -------------- | 
|                                             |  |                 |   |  | Weighted       |  |  |                 |   |  | Weighted       | 
|                                             |  | Number of stock |   |  | average        |  |  | Number of stock |   |  | average        | 
|                                             |  | options         |   |  | exercise price |  |  | options         |   |  | exercise price | 
|                                             |  |                 |   |  | CA$            |  |  |                 |   |  | CA$            | 
|Outstanding, beginning of year               |  | 8,800,623       |   |  | 8.83           |  |  | 8,913,915       |   |  | 8.66           | 
|Granted                                      |  | 230,000         |   |  | 17.86          |  |  | 260,800         |   |  | 14.14          | 
|Exercised                                    |  | (321,085        | ) |  | 8.34           |  |  | (312,072        | ) |  | 6.61           | 
|Forfeited                                    |  | (12,440         | ) |  | 22.91          |  |  | (62,020         | ) |  | 17.85          | 
|Outstanding, end of year                     |  | 8,697,098       |   |  | 9.07           |  |  | 8,800,623       |   |  | 8.83           | 
|                                             |  |                 |   |  |                |  |  |                 |   |  |                | 
|Exercisable stock options, end of
      year |  | 8,175,509       |   |  |                |  |  | 8,172,355       |   |  |                | 
|                                             |  |                 |   |  |                |  |  |                 |   |  |                | 
|                                             |  |                 |   |  |                |  |  |                 |   |  |                | 
|                                             |  |                 |   |  |                |  |  |                 |   |  | 2008           | 
|                                             |  |                 |   |  |                |  |  |                 |   |  | Weighted       | 
|                                             |  |                 |   |  |                |  |  | Number of stock |   |  | average        | 
|                                             |  |                 |   |  |                |  |  | options         |   |  | exercise price | 
|                                             |  |                 |   |  |                |  |  |                 |   |  | CA$            | 
|Outstanding, beginning of year               |  |                 |   |  |                |  |  | 9,326,866       |   |  | 8.50           | 
|Granted                                      |  |                 |   |  |                |  |  | 295,000         |   |  | 19.41          | 
|Exercised                                    |  |                 |   |  |                |  |  | (554,020        | ) |  | 9.02           | 
|Forfeited                                    |  |                 |   |  |                |  |  | (153,931        | ) |  | 18.77          | 
|Outstanding, end of year                     |  |                 |   |  |                |  |  | 8,913,915       |   |  | 8.66           | 
|                                             |  |                 |   |  |                |  |  |                 |   |  |                | 
|Exercisable stock options, end of
      year |  |                 |   |  |                |  |  | 8,166,672       |   |  |                | 

The following table presents information on the stock options
outstanding and exercisable as at April 25, 2010:

|                      |  |               |  |  | Options outstanding |  |  |                |  |  |               |  |  | Options exercisable | 
|--------------------- |  | ------------- |  |  | ------------------- |  |  | -------------- |  |  | ------------- |  |  | ------------------- | 
|                      |  |               |  |  | Weighted average    |  |  |                |  |  |               |  |  |                     | 
|                      |  | Number of     |  |  | remaining           |  |  | Weighted       |  |  | Number of     |  |  | Weighted            | 
|Range of              |  | stock options |  |  | contractual life    |  |  | average        |  |  | stock options |  |  | average             | 
|exercise
      prices |  | outstanding   |  |  | (years)             |  |  | exercise price |  |  | exercisable   |  |  | exercise price      | 
|CA$                   |  |               |  |  |                     |  |  | CA$            |  |  |               |  |  | CA$                 | 
|2  4                 |  | 2,314,028     |  |  | 0.40                |  |  | 2.66           |  |  | 2,314,028     |  |  | 2.66                | 
|6  8                 |  | 3,331,700     |  |  | 1.96                |  |  | 7.37           |  |  | 3,331,700     |  |  | 7.37                | 
|8  12                |  | 1,089,300     |  |  | 3.55                |  |  | 10.41          |  |  | 1,089,300     |  |  | 10.41               | 
|12  16               |  | 376,120       |  |  | 7.00                |  |  | 13.86          |  |  | 203,140       |  |  | 13.68               | 
|16  20               |  | 1,061,925     |  |  | 6.37                |  |  | 17.62          |  |  | 818,245       |  |  | 17.50               | 
|20  26               |  | 524,025       |  |  | 6.55                |  |  | 24.64          |  |  | 419,096       |  |  | 24.60               | 
|                      |  | 8,697,098     |  |  |                     |  |  |                |  |  | 8,175,509     |  |  |                     | 

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:

|                               |  | 2010    |  |  | 2009    |  |  | 2008    | 
|------------------------------ |  | ------- |  |  | ------- |  |  | ------- | 
|Expected dividends (per share) |  | CA$0.15 |  |  | CA$0.14 |  |  | CA$0.13 | 
|Expected volatility            |  | 33.00%  |  |  | 32.20%  |  |  | 32.00%  | 
|Risk-free interest rate        |  | 3.27%   |  |  | 3.20%   |  |  | 3.98%   | 
|Expected life                  |  | 8 years |  |  | 8 years |  |  | 8 years | 

The weighted average fair value of stock options granted in
2010 is CA$6.90 (CA$5.32 in 2009 and CA$8.04 in 2008).

For 2010, compensation cost charged to the consolidated
statements of earnings amounts to $2.0 ($2.7 in 2009 and $4.0 in 2008).

Alimentation Couche-Tard Inc. / 23

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

21. 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 25, 2010, the Company has a
total of 66,444 DSUs outstanding (56,920 as at April 26, 2009) and an obligation
of $1.2 ($0.6 as at April 26, 2009) is recorded in deferred credit and other
liabilities. The compensation cost amounts to $0.5 in 2010 and $0.2 in 2009
while a reversal of $0.2 was recorded in 2008.

Phantom Stock Units

On May 1st, 2009, the Company implemented a Phantom
Stock Unit (PSU) Plan allowing the Board of Directors, through its Human
Resources and Corporate Governance Committee, to grant PSUs to the officers and
selected key employees of the Company (the Participants). A PSU is a notional
unit whose value is based on the weighted average reported closing price for a
board lot of the Companys Class B subordinated voting share (the Class B
share) on the Toronto Stock Exchange for the five trading days immediately
preceding the grant date. The PSU provides the Participant with the opportunity
to earn a cash award based on the weighted average reported closing price for a
board lot of the Companys Class B subordinated voting share (the Class B
share) on the Toronto Stock Exchange for the five trading days immediately
preceding the vesting date of the PSU. Each PSU initially granted vests no later
than one day prior to the third anniversary of the grant date subject namely to
the achievement of performance objectives of the Company, based on external and
internal benchmarks, over a three-year performance period. PSUs are not dilutive
since they are payable solely in cash.

For 2010, the Company granted a total of 194,277 PSUs while it
cancelled 5,323 PSUs As at April 25, 2010, 188,954 PSUs are outstanding and an
obligation of $1.1 is recorded in deferred credit and other liabilities. For
2010, the compensation cost amounts to $0.8.

22. 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.

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 $5.1 for 2010 ($4.9 for 2009 and
$4.3 for 2008).

Defined benefit plans

The Company measures its accrued benefit obligation and the
fair value of plan assets for accounting purposes on 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:

|                                           |  | 2010  |   |  | 2009  |  
|------------------------------------------ |  | ----- | - |  | ----- | -
|                                           |  | **$** |   |  | **$** |  
|Accrued benefit obligation                 |  |       |   |  |       |  
|Balance, beginning of
      year           |  | 31.7  |   |  | 41.6  |  
|Current
      service cost                 |  | 1.0   |   |  | 0.7   |  
|Interest cost                              |  | 2.8   |   |  | 2.2   |  
|Benefits
      paid                        |  | (2.2  | ) |  | (2.0  | )
|Past service costs                         |  | 0.5   |   |  | 1.4   |  
|Actuarial
      gains                      |  | 9.6   |   |  | (5.7  | )
|Effect of exchange rate
      fluctuations |  | 7.5   |   |  | (6.5  | )
|Balance,
      end of year                 |  | 50.9  |   |  | 31.7  |  

Alimentation Couche-Tard Inc. / 24

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

22. Employee future benefits (continued)

|                                           |  | 2010  |   |  | 2009  |  
|------------------------------------------ |  | ----- | - |  | ----- | -
|                                           |  | **$** |   |  | **$** |  
|Plans assets                              |  |       |   |  |       |  
|Fair value, beginning of
      year        |  | 18.5  |   |  | 24.1  |  
|Actual
      return on plans assets       |  | 1.9   |   |  | (1.1  | )
|Employer contributions                     |  | 0.4   |   |  | 0.5   |  
|Employee
      contributions               |  | -     |   |  | 0.1   |  
|Benefits paid                              |  | (1.5  | ) |  | (1.4  | )
|Effect of
      exchange rate fluctuations |  | 4.0   |   |  | (3.7  | )
|Fair value, end of year                    |  | 23.3  |   |  | 18.5  |  

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

|                                      |  | 2010  |   |  | 2009  |  
|------------------------------------- |  | ----- | - |  | ----- | -
|                                      |  | **$** |   |  | **$** |  
|Fair
      value of plans assets     |  | 23.3  |   |  | 18.5  |  
|Accrued benefit
      obligation      |  | 50.9  |   |  | 31.7  |  
|Funded
      status of plan - deficit |  | (27.6 | ) |  | (13.2 | )
|Unamortized net actuarial
      loss  |  | 17.7  |   |  | 7.5   |  
|Unamortized transitional net asset    |  | (0.5  | ) |  | (0.9  | )
|Unamortized past service
      cost   |  | 4.7   |   |  | 3.9   |  
|Accrued benefit liability             |  | (5.7  | ) |  | (2.7  | )

As at April 25, 2010, the accrued benefit obligation for
unfunded pension plans amounts to $26.5 ($15.5 as at April 26, 2009).

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

|                                       |  | 2010  |   |  | 2009  |  
|-------------------------------------- |  | ----- | - |  | ----- | -
|                                       |  | **$** |   |  | **$** |  
|Other assets                           |  | 8.3   |   |  | 7.1   |  
|Deferred credits and other liabilities |  | (14.0 | ) |  | (9.8  | )
|Accrued benefit liability              |  | (5.7  | ) |  | (2.7  | )

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

|                               |  | Percentage of plans
      assets | 
|------------------------------ |  | --------------------------------- | 
|                               |  | 2010                              | 
|                               |  | %                                 | 
|Asset category                 |  |                                   | 
|Equity securities              |  | 27.1                              | 
|Debt securities and
      cash |  | 72.9                              | 
|Total                          |  | 100.0                             | 

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

|                                                          |  |                     |   |  |             |   |  | 2010               |  
|--------------------------------------------------------- |  | ------------------- | - |  | ----------- | - |  | ------------------ | -
|                                                          |  | Incurred during the |   |  | Adjustments |   |  | Expense recognized |  
|                                                          |  | year                |   |  | **(a)**     |   |  | during the year    |  
|                                                          |  | **$**               |   |  | **$**       |   |  | **$**              |  
|Current service cost,
      net of employee contributions |  | 0.7                 |   |  | 0.3         |   |  | 1.0                |  
|Interest cost                                             |  | 2.8                 |   |  | -           |   |  | 2.8                |  
|Actual return on plans
      assets                      |  | (1.9                | ) |  | 0.7         |   |  | (1.2               | )
|Amortization of the net transitional
      asset          |  | -                   |   |  | (0.5        | ) |  | (0.5               | )
|Net actuarial loss                                        |  | 9.6                 |   |  | (9.0        | ) |  | 0.6                |  
|Past service cost                                         |  | 0.5                 |   |  | 0.1         |   |  | 0.6                |  
|Pension expense for the year                              |  | 11.7                |   |  | (8.4        | ) |  | 3.3                |  
|                                                          |  |                     |   |  |             |   |  |                    |  
|                                                          |  |                     |   |  |             |   |  |                    |  
|                                                          |  |                     |   |  |             |   |  | 2009               |  
|                                                          |  | Incurred during the |   |  | Adjustments |   |  | Expense recognized |  
|                                                          |  | year                |   |  | (a)         |   |  | 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 (gain) loss                                 |  | (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                |  

Alimentation Couche-Tard Inc. / 25

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

22. Employee future benefits (continued)

|                                                          |  |                     |   |  |             |   |  | 2008               |  
|--------------------------------------------------------- |  | ------------------- | - |  | ----------- | - |  | ------------------ | -
|                                                          |  | Incurred during the |   |  | Adjustments |   |  | Expense recognized |  
|                                                          |  | year                |   |  | (a)         |   |  | 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)
      loss                           |  | (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                |  

| | (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               |  |      |  |  |      |  |  |      | 
|---------------------------------------- |  | ---- |  |  | ---- |  |  | ---- | 
|                                         |  | 2010 |  |  | 2009 |  |  |      | 
|                                         |  | %    |  |  | %    |  |  |      | 
|Discount rate                            |  | 5.50 |  |  | 8.00 |  |  |      | 
|Rate of compensation increase            |  | 4.00 |  |  | 4.00 |  |  |      | 
|                                         |  |      |  |  |      |  |  |      | 
|Pension expense                          |  |      |  |  |      |  |  |      | 
|                                         |  | 2010 |  |  | 2009 |  |  | 2008 | 
|                                         |  | %    |  |  | %    |  |  | %    | 
|Discount rate                            |  | 8.00 |  |  | 6.00 |  |  | 5.25 | 
|Expected rate of return on plans assets |  | 6.00 |  |  | 6.00 |  |  | 6.00 | 
|Rate of compensation increase            |  | 4.00 |  |  | 4.00 |  |  | 4.00 | 

Defined contribution plans

The Company's total pension expense under its defined
contribution plans for 2010 is $5.0 ($3.8 in 2009 and 2008).

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 $9.6 as at April 25, 2010 ($6.1 as at April 26, 2009) and are included
in Deferred credits and other liabilities.

23. 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 ongoing 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 each of the U.S. states in which the Company operates, with
the exception of Michigan, Iowa, Florida, Arizona, Texas and Washington, there
is a state fund to cover the cost of certain environmental remediation
activities after applicable trust fund deductible is met, which varies by State.
These state funds provide insurance for motor fuel facilities operations to
cover some of the costs of cleaning up certain contamination to the environment
caused by the usage of underground motor fuel equipment. Underground motor fuel
storage tank registration fees and/or a motor fuel taxes in each of the states
finance the trust funds. The Company pays annual registration fees and remits
sales taxes to applicable states. Insurance coverage is different in the various
states.

In order to provide for the above-mentioned restoration costs,
the Company has recorded a $28.2 provision for environmental costs as at April
25, 2010 ($23.7 as at April 26, 2009). Of this amount, $10.1 ($9.5 as at April
26, 2009) 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 $21.8 for environmental costs receivable
from trust funds as at April 25, 2010 ($22.3 as at April 26, 2009), of which
$3.1 ($3.0 as at April 26, 2009) is included in Accounts receivable and the
remainder is included in Other assets.

Alimentation Couche-Tard Inc. / 26

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

24. 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, liquidity risk
and price risk. The Company uses derivative financial instruments to hedge
certain risk exposures, primarily price 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 25, 2010, 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 $21.3
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 a large portion 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. As at April 26, 2010,
the Company did not hold any derivative instruments to mitigate this risk. As at
April 26, 2009 and for part of fiscal 2010, to mitigate this risk, the Company
had a fixed-to-variable interest rate swap on its Subordinated unsecured debt
whereby it had 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 was designated as a fair value hedge of the Subordinated
unsecured debt.

During 2010, the interest rate swap agreement held by the
Company as at April 26, 2009 was terminated by the counterparty in exchange for
the payment on their part of an amount of $2.5. Following the termination of
this swap, the Company discontinued hedge accounting for this swap. The fair
value of the terminated swap recorded against the Subordinated unsecured debt is
amortized using the effective rate method over the remaining term of the debt.
As at April 26, 2009 the swap had a carrying amount and fair value of $2.6.

The amount outstanding as at April 26, 2009 was as follows:

|Maturity
      (a) |  | Reference |  |  | Pays/receives  |  |  | Fixed rate |  |  | Variable rate   | 
|------------------ |  | --------- |  |  | -------------- |  |  | ---------- |  |  | --------------- | 
|                   |  | $         |  |  |                |  |  | %          |  |  |                 | 
|December 2013      |  | 100.0     |  |  | pays variable  |  |  | 7.5        |  |  | LIBOR six month | 
|                   |  |           |  |  | receives fixed |  |  |            |  |  | plus 2.98%      | 

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

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 ongoing 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 25, 2010, the impact on net earnings of a 1.0% shift would have been $2.6.

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 embedded total return 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 25, 2010, 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 and Credit and debit cards receivable by dealing with major
financial institutions that have very low or minimal credit risk. As at April
25, 2010, the maximum credit risk exposure related to Cash and cash equivalents
and Credit and debit cards receivable corresponds to their carrying amount.

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

Alimentation Couche-Tard Inc. / 27

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

24. Financial instruments and capital risk management
(continued)

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 liquidity is 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
25, 2010 are as follows:

|                                             |  |          |  |  |             |  |  |           |  |  | Between one |  |  | Between two |  |  |            | 
|-------------------------------------------- |  | -------- |  |  | ----------- |  |  | --------- |  |  | ----------- |  |  | ----------- |  |  | ---------- | 
|                                             |  | Carrying |  |  | Contractual |  |  | Less than |  |  | and two     |  |  | and five    |  |  | More than  | 
|                                             |  | amount   |  |  | cash flows  |  |  | one year  |  |  | years       |  |  | years       |  |  | five years | 
|                                             |  | **$**    |  |  | **$**       |  |  | **$**     |  |  | **$**       |  |  | **$**       |  |  | **$**      | 
|Non-derivative financial liabilities         |  |          |  |  |             |  |  |           |  |  |             |  |  |             |  |  |            | 
|Accounts payable and accrued liabilities (1) |  | 745.4    |  |  | 745.4       |  |  | 745.4     |  |  | -           |  |  | -           |  |  | -          | 
|Term revolving unsecured operating credit A  |  | 238.0    |  |  | 243.1       |  |  | 2.1       |  |  | 2.1         |  |  | 238.9       |  |  | -          | 
|Term revolving unsecured operating credit B  |  | 112.0    |  |  | 114.4       |  |  | 1.0       |  |  | 1.0         |  |  | 112.4       |  |  | -          | 
|Subordinated unsecured
      debt            |  | 351.7    |  |  | 444.3       |  |  | 25.7      |  |  | 25.7        |  |  | 392.9       |  |  | -          | 
|Other long-term debt                         |  | 39.5     |  |  | 48.9        |  |  | 6.9       |  |  | 5.4         |  |  | 33.1        |  |  | 3.5        | 
|                                             |  | 1,486.6  |  |  | 1,596.1     |  |  | 781.1     |  |  | 34.2        |  |  | 777.3       |  |  | 3.5        | 

| | (1) | Excludes deferred credits as well as statutory accounts
      payable and accrued liabilities such as sales taxes, excise taxes property
      taxes and certain payroll benefits.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Price risk

The Company is exposed to price risk with respect to its
obligation related to its PSU Plan which fluctuates in part with the fair value
of the Companys Class B shares. To mitigate this risk, the Company has entered
into a financial arrangement with an investment grade financial institution
which includes an embedded total return swap with an underlying representing
189,072 Class B shares (the Instrument). The Instrument is recorded at fair
market value on the consolidated balance sheet under other assets. The financial
arrangement will be adjusted as needed to reflect new awards, adjustments and/or
settlements of PSUs. As at April 25, 2010, the impact on net earnings of a 5.0%
shift of the contract would not have been significant.

Fair values

The fair value of Trade accounts receivable and vendor rebates
receivable, Credit and debit cards receivable and Accounts payable and accrued
liabilities is comparable to their carrying amount, given the short maturity and
the carrying value of the Term revolving unsecured operating credits approximate
their fair value given that their credit spread is similar to the credit spread
the Company would obtain in similar conditions at the reporting date.

The Cash and cash equivalent is accounted for at fair value in
the financial statements.

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

- the fair value of the investment contract including an embedded total
  return swap is based on the fair market value of Class B shares;
- 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. As at
  April 25, 2010, the Subordinated unsecured debt had a carrying amount of
  $351.7 ($351.7 as at April 26, 2009) and a fair value of $357.0 ($346.2 as at
  April 26, 2009);
- 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.

Alimentation Couche-Tard Inc. / 28

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

24. Financial instruments and capital risk management
(continued)

Fair value hierarchy

Fair value measurements recognized in the balance sheet are
categorized in accordance with the following levels:

Level 1: quoted prices (unadjusted) in
active markets for identical assets or liabilities;

Level 2: inputs other than quoted
prices included in Level 1 but are observable for the asset or liability, either
directly or indirectly; and

Level 3: inputs for the asset or
liability that are not based on observable market data.

The Company categorized the fair value measurement of Cash and
cash equivalent in Level 1. For the Investment contract including an embedded
total return swap, and the interest rate swap, the Company categorized the fair
value measurement in Level 2, as they are primarily derived from observable
market inputs, that is, quoted market prices and interest rates.

Capital risk management

The Companys objectives when managing capital are to safeguard
its 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, phantom stock units and deferred share unit plans. The Companys share
repurchase program is also one of the tools it uses to achieve its objectives.

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:

|                                                              |  | 2010    |  |  | 2009    | 
|------------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                              |  | **$**   |  |  | **$**   | 
|Current portion of long-term debt                             |  | 4.4     |  |  | 3.9     | 
|Long-term debt                                                |  | 736.8   |  |  | 745.3   | 
|Cash and cash equivalents                                     |  | 220.9   |  |  | 173.3   | 
|Net interest-bearing debt                                     |  | 520.3   |  |  | 575.9   | 
|                                                              |  |         |  |  |         | 
|Shareholders equity                                          |  | 1,614.3 |  |  | 1,326.0 | 
|Net interest-bearing debt                                     |  | 520.3   |  |  | 575.9   | 
|Total capitalization                                          |  | 2,134.6 |  |  | 1,901.9 | 
|                                                              |  |         |  |  |         | 
|Net interest-bearing debt to total capitalization
      ratio |  | 24.4%   |  |  | 30.3%   | 

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 monitors these ratios on a quarterly basis and is
in compliance with these covenants.

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

Alimentation Couche-Tard Inc. / 29

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

25. Contractual obligations

Minimum lease payments

As at April 25, 2010, the Company has entered into operating
lease agreements expiring on various dates until 2031 which call for aggregate
minimum lease payments of $1,688.9 in the United States and of CA$832.0 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 | 
|------------------- |  | ------------- |  |  | ------ | 
|                    |  | $             |  |  | CA$    | 
|2011                |  | 154.8         |  |  | 87.9   | 
|2012                |  | 149.6         |  |  | 78.7   | 
|2013                |  | 141.6         |  |  | 70.1   | 
|2014                |  | 128.5         |  |  | 59.9   | 
|2015                |  | 124.3         |  |  | 51.1   | 
|2016 and thereafter |  | 990.1         |  |  | 484.3  | 

Purchase commitments

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

26. 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. As at April 25, 2010, the total
future lease payments under such agreements are approximately $2.6 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. / 30

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the fiscal years ended April 25, 2010, April 26, 2009 and
April 27, 2008 (in millions of US dollars, except share and stock option
data)

27. 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:

|                                              |  |          |  |  |         |  |  | 2010     |  |  |          |  |  |         |  |  | 2009     | 
|--------------------------------------------- |  | -------- |  |  | ------- |  |  | -------- |  |  | -------- |  |  | ------- |  |  | -------- | 
|                                              |  | US       |  |  | Canada  |  |  | Total    |  |  | US       |  |  | Canada  |  |  | Total    | 
|                                              |  | **$**    |  |  | **$**   |  |  | **$**    |  |  | **$**    |  |  | **$**   |  |  | **$**    | 
|External customer revenues(a)                 |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Merchandise and services                      |  | 3,986.0  |  |  | 1,895.5 |  |  | 5,881.5  |  |  | 3,742.6  |  |  | 1,673.8 |  |  | 5,416.4  | 
|Motor fuel                                    |  | 8,819.8  |  |  | 1,738.3 |  |  | 10,558.1 |  |  | 8,865.2  |  |  | 1,499.5 |  |  | 10,364.7 | 
|                                              |  | 12,805.8 |  |  | 3,633.8 |  |  | 16,439.6 |  |  | 12,607.8 |  |  | 3,173.3 |  |  | 15,781.1 | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Gross profit                                  |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Merchandise and services                      |  | 1,308.1  |  |  | 638.3   |  |  | 1,946.4  |  |  | 1,226.2  |  |  | 574.9   |  |  | 1,801.1  | 
|Motor fuel                                    |  | 488.7    |  |  | 118.2   |  |  | 606.9    |  |  | 545.6    |  |  | 89.9    |  |  | 635.5    | 
|                                              |  | 1,796.8  |  |  | 756.5   |  |  | 2,553.3  |  |  | 1,771.8  |  |  | 664.8   |  |  | 2,436.6  | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Property and equipment and
      goodwill (a) |  | 1,877.9  |  |  | 529.1   |  |  | 2,407.0  |  |  | 1,729.0  |  |  | 433.0   |  |  | 2,162.0  | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  | 2008     | 
|                                              |  |          |  |  |         |  |  |          |  |  | US       |  |  | Canada  |  |  | Total    | 
|                                              |  |          |  |  |         |  |  |          |  |  | $        |  |  | $       |  |  | $        | 
|External customer revenues(a)                 |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Merchandise and services                      |  |          |  |  |         |  |  |          |  |  | 3,476.3  |  |  | 1,724.4 |  |  | 5,200.7  | 
|Motor fuel                                    |  |          |  |  |         |  |  |          |  |  | 8,891.6  |  |  | 1,277.7 |  |  | 10,169.3 | 
|                                              |  |          |  |  |         |  |  |          |  |  | 12,367.9 |  |  | 3,002.1 |  |  | 15,370.0 | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Gross profit                                  |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Merchandise and services                      |  |          |  |  |         |  |  |          |  |  | 1,146.5  |  |  | 601.1   |  |  | 1,747.6  | 
|Motor fuel                                    |  |          |  |  |         |  |  |          |  |  | 393.9    |  |  | 82.0    |  |  | 475.9    | 
|                                              |  |          |  |  |         |  |  |          |  |  | 1,540.4  |  |  | 683.1   |  |  | 2,223.5  | 
|                                              |  |          |  |  |         |  |  |          |  |  |          |  |  |         |  |  |          | 
|Property and equipment and
      goodwill (a) |  |          |  |  |         |  |  |          |  |  | 1,637.1  |  |  | 502.6   |  |  | 2,139.7  | 

| | (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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28. Products subject to price regulation

The Company sells certain products subject to price regulation
by various provincial and state authorities. Prices for beer, wine, spirits and
cigarettes may be subject to minimum pricing. Dairy prices and fuel prices may
be subject to minimum and/or maximum pricing. Lottery prices are subject to set
pricing. Taking into account the number of provinces and states in which the
Company does business and the fact that this regulation is set by these entities
independently, no individual regulation has a significant impact on the
Company's consolidated earnings. Revenue recognition is unaffected by price
regulation.

29. Subsequent event

On June 2, 2010, the Company commenced a tender offer to
acquire all of the outstanding shares of common stock (including the associated
preferred stock purchase rights) of Caseys General Stores Inc. for $36.00 per
share, payable in cash. The transaction would have a total enterprise value of
approximately $1,900 on a fully diluted basis, including Caseys net debt of
approximately $29.0.

30. Comparative figures

Certain comparative figures have been reclassified to comply
with the presentation adopted in the 2010 fiscal year.

Alimentation Couche-Tard Inc. / 31

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 25, 2010, April 26, 2009 and April
27, 2008 (in millions of US dollars, except share and stock option data)

31. 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

|                                                            |  | 2010  |   |  | 2009  |   |  | 2008  |  
|----------------------------------------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                                                            |  | **$** |   |  | **$** |   |  | **$** |  
|Net earnings in accordance with
      Canadian GAAP         |  | 302.9 |   |  | 253.9 |   |  | 189.3 |  
|                                                            |  |       |   |  |       |   |  |       |  
|Adjustments with respect to                                 |  |       |   |  |       |   |  |       |  
|Business combinations (a)                                   |  | 11.3  |   |  | -     |   |  | -     |  
|Sale and leaseback transactions (b)                         |  | (9.6  | ) |  | (10.0 | ) |  | (7.2  | )
|Deferred charges and other
      assets (c)                 |  | 0.3   |   |  | 0.3   |   |  | 0.3   |  
|Loss on subleases (d)                                       |  | -     |   |  | 0.4   |   |  | 0.3   |  
|Tax effect of above adjustments                             |  | (1.5  | ) |  | 1.6   |   |  | 2.7   |  
|Adjustment
      to net earnings in accordance with US GAAP |  | 0.5   |   |  | (7.7  | ) |  | (3.9  | )
|Net earnings in accordance with US GAAP                     |  | 303.4 |   |  | 246.2 |   |  | 185.4 |  
|                                                            |  |       |   |  |       |   |  |       |  
|Net earnings per share in accordance
      with US GAAP     |  |       |   |  |       |   |  |       |  
|Basic                                                       |  | 1.65  |   |  | 1.27  |   |  | 0.92  |  
|Diluted                                                     |  | 1.61  |   |  | 1.25  |   |  | 0.90  |  

Reconciliation of Shareholders Equity

|                                                                     |  | 2010    |   |  | 2009    |  
|-------------------------------------------------------------------- |  | ------- | - |  | ------- | -
|                                                                     |  | **$**   |   |  | **$**   |  
|Shareholders Equity in accordance
      with Canadian GAAP          |  | 1,618.1 |   |  | 1,326.0 |  
|                                                                     |  |         |   |  |         |  
|Adjustments with respect to                                          |  |         |   |  |         |  
|Sale and leaseback transactions (b)                                  |  | (60.1   | ) |  | (50.5   | )
|Pension expense (e)                                                  |  | (21.9   | ) |  | (10.5   | )
|Business combinations (a)                                            |  | 11.3    |   |  | -       |  
|Deferred charges and other
      assets (c)                          |  | (3.5    | ) |  | (3.0    | )
|Loss on subleases (d)                                                |  | (0.8    | ) |  | (0.8    | )
|Supplier rebates and other
      supplier payments (f)               |  | (0.6    | ) |  | (0.6    | )
|Tax
      effect of above adjustments                                |  | 25.1    |   |  | 23.3    |  
|Adjustments to Shareholders Equity in accordance with US
      GAAP |  | (50.5   | ) |  | (42.1   | )
|Shareholders Equity in accordance with US GAAP                      |  | 1,567.6 |   |  | 1,283.9 |  

a) Business combinations

Under Canadian GAAP, direct acquisition costs are considered
part of the cost of a business combination, resulting in additional goodwill
which is not amortized. Under US GAAP, for acquisitions completed since April
27, 2009, those costs are recognized separately from a business combination and
charged to consolidated earnings as incurred. Additionally, under US GAAP, for
acquisitions completed since April 27, 2009, when measuring the fair value of
assets acquired and liabilities assumed, fair value determined on the date of
acquisition is based on the highest and best use, which is based on the use of
the asset by market participants, even if the intended use of the asset by the
Company is different. Canadian GAAP does not include an equivalent valuation
premise to highest and best use in measuring fair value. As such, a different
fair value was assigned under US GAAP to the franchise agreements acquired from
Exxon Mobile than under Canadian GAAP. Under US GAAP, this intangible asset is
amortized over the remaining term of the franchise agreements. Under Canadian
GAAP, any excess of value assigned to the net identifiable assets acquired over
the cost of the acquiree, referred to as "negative goodwill" is recorded, to the
extent possible, as a reduction of identified long term tangible and intangible
assets. Under US GAAP, the bargain purchase results in a gain recognized in
consolidated earnings.

b) 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.

Alimentation Couche-Tard Inc. / 32

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 25, 2010, April 26, 2009 and April
27, 2008 (in millions of US dollars, except share and stock option data)

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

As at April 25, 2010 and April 26, 2009, the impact on
Shareholders Equity is as follows:

|                                       |  | 2010   |   |  | 2009   |  
|-------------------------------------- |  | ------ | - |  | ------ | -
|                                       |  | **$**  |   |  | **$**  |  
|Property and equipment                 |  | 145.0  |   |  | 150.9  |  
|Long term debt                         |  | (268.5 | ) |  | (266.8 | )
|Deferred credits and other liabilities |  | 63.4   |   |  | 65.4   |  
|                                       |  | (60.1  | ) |  | (50.5  | )

c) Deferred charges and other assets

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

d) 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.

e) Pension expense

US GAAP require the Company 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 while under
Canadian GAAP, overfunded and underfunded status is not recognized in the
Companys consolidated balance sheet. The Company currently measures its plan
assets and benefit obligations at the end of each fiscal year.

f) Supplier rebates and other supplier payments

Effective January 30, 2004, the Company applied EIC-144,
Accounting by a Customer (Including a Reseller) for Certain Consideration
Received from a Vendor to all existing arrangements. The effective date was
early, and applied retroactively. Consequently, prior years financial
statements, purchase price allocation and related goodwill were adjusted. Under
US GAAP, 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 was been included in the consolidated
statement of earnings during the year of adoption. This standard was applicable
to new arrangements entered into after December 31, 2002. Under US GAAP, some
agreements were excluded from the scope of EITF No. 02-16, which resulted in a
permanent difference in Shareholders Equity between Canadian GAAP and US
GAAP.

g) Interest in a joint venture

On January 6, 2010, the Company created along with Shell Oil
Products (Shell), a joint venture, RDK Ventures LLC (RDK), to operate
convenience stores located in the greater Chicago metropolitan area of the
United States. Under Canadian GAAP, line items from RDKs statement of earnings
and balance sheet are reflected in the Companys consolidated financial
statements using the proportionate consolidation method since Shell and the
Company have joint control over the joint venture.

The Company applied the accommodation provided by the SEC which
permits foreign private issuers that use proportional consolidation under
home-country GAAP for investments in joint ventures that would be equity method
investees under US GAAP, to omit reconciling differences related to
classification or display and instead provide summarized footnote disclosure.
For more details on this footnote, please refer to Note 5.

Alimentation Couche-Tard Inc. / 33

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 25, 2010, April 26, 2009 and April
27, 2008 (in millions of US dollars, except share and stock option data)

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

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 delayed 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 was 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
fully adopted SFAS No. 157 on April 27, 2009. The implementation of these
recommendations did not have any impact on the Companys consolidated financial
statements.

In April 2009, the FASB issued FASB Staff Position (FSP)
Financial Accounting Standard (FAS) No. 107-1 and Accounting Principles Board
(APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments
(FSP FAS 107-1 and APB 28-1) which was primarily codified into Topic 825
Financial Instruments in the ASC. This guidance requires disclosures about the
fair value of financial instruments in interim financial statements as well as
in annual financial statements and was effective for the Company for its quarter
ended July 19, 2009. The adoption of this position did not have a material
impact on the Companys consolidated financial statements.

In April 2009, the FASB issued a modification of the Fair Value
Measurements and Disclosures Topic of FASB Accounting Standards Codification
(the ASC) concerning the determination of fair value when the volume and level
of activity for the asset or liability have significantly decreased and for
identifying transactions that are not orderly. This modification emphasizes that
even if there has been a significant decrease in the volume and level of
activity for the asset or liability and regardless of the valuation technique(s)
used, the objective of a fair value measurement remains the same. Fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction (that is, not a forced liquidation or
distressed sale) between market participants at the measurement date under
current market conditions. The modification also provides guidance on
identifying transactions that are not orderly by assessing certain factors among
which are: an adequate marketing period for the asset or liability, whether the
seller is in a distressed state and whether the transaction price is an outlier
compared with recent transactions. The modification amends the disclosure
provisions required by the Fair Value Measurements and Disclosures Topic of FASB
ASC to require entities to disclose in interim and annual periods the inputs and
valuation technique(s) used to measure fair value. These modifications are
effective for interim and annual periods ending after June 15, 2009, and have
consequently been adopted by the Company for its quarter ended July 19, 2009
without any impact on its consolidated financial statements.

In August 2009, FASB issued ASU 2009-05, "Fair Value
Measurements and Disclosures Measuring Liabilities at Fair Value" (ASU 2009-05).
ASU 2009-5 amends "Fair Value Measurements and Disclosures""Overall", to
provide guidance on the fair value measurement of liabilities. ASU 2009-05
clarifies that in circumstances in which a quoted price in an active market for
the identical liability is not available; a reporting entity is required to
measure fair value. ASU 2009-05 was effective for the Company for its quarter
ended January 31, 2010. The adoption of ASU 2009-05 did not have a material
impact on the Companys consolidated financial statements.

Other pronouncements

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) is 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 was not permitted. The Company adopted SFAS No. 141(R) on
April 27, 2009 and applied this standard to business combinations it entered to
since this date.

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. The Company adopted SFAS No.
160 on April 27, 2009. The implementation of these recommendations did not have
any impact on the Companys consolidated financial statements.

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. The Company adopted SFAS No. 161 on April 27, 2009. The implementation of
these recommendations did not have any impact on the Companys consolidated
financial statements.

Alimentation Couche-Tard Inc. / 34

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 25, 2010, April 26, 2009 and April
27, 2008 (in millions of US dollars, except share and stock option data)

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

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 requires that the issuer of a
convertible debt instrument within its scope separately account for the
liability and equity components in a manner that reflects the issuers
non-convertible debt borrowing rate when interest cost is recognized in
subsequent periods. The Company adopted FSP APB 14-1 on April 27, 2009. The
implementation of these recommendations did not have any impact on the Companys
consolidated financial statements.

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. The Company adopted FSP
FAS 142-3 on April 27, 2009. The implementation of these recommendations did not
have any impact on the Companys consolidated financial statements.

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. The Company adopted EITF 07-5 on April 27, 2009. The implementation of
these recommendations did not have any impact on the Companys consolidated
financial statements.

In April 2009, the FASB issued Staff Position No. 115-2 and FAS
124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP
FAS 115-2 and 124-2). The new topic amends the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements. This guidance does not
amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The provisions of this
topic are effective for interim and annual reporting periods ending after June
15, 2009. The Company adopted FSP FAS 115-2 and 124-2 on April 27, 2009. The
implementation of these recommendations did not have any impact on the Companys
consolidated financial statements.

In May 2009, the FASB issued SFAS 165, Subsequent Events
(SFAS No. 165). 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. The Company adopted SFAS No. 165 on April
27, 2009. The implementation of these recommendations did not have any impact on
the Companys consolidated financial statements.

In June 2009, the FASB approved the ASC. The ASC became the
single source of authoritative accounting principles generally accepted in the
United States (GAAP), other than guidance issued by the Securities and
Exchange Commission (SEC), and supersedes all existing standards and
pronouncements by the FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force and related literature. The ASC became effective for
interim and annual financial periods ending after September 15, 2009. The
Company adopted this guidance on July 20, 2009 which did not have any impact on
its consolidated financial statements.

In September 2009, the FASB issued ASU 2009-12, Fair Value
Measurements and Disclosure (ASU 2009-12), which provides additional guidance
on using the net asset value per share, provided by an investee, when estimating
the fair value of an alternate investment that does not have a readily
determinable fair value and enhances the disclosures concerning these
investments. ASU 2009-12 is effective for interim and annual periods ending
after December 15, 2009. The Company adopted this guidance on October 12, 2009,
and the adoption of this ASU did not have an impact on the Companys financial
statements.

In February 2010, the FASB issued ASU 2010-09, Amendments to
Certain Recognition and Disclosure Requirements. (ASU 2010-09) ASU 2010-09
requires SEC filers to evaluate subsequent events through the date the financial
statements are issued, but exempts SEC filers from disclosing the date through
which subsequent events have been evaluated. ASU 2010-09 is effective
immediately. Adoption did not affect the Companys recognition or disclosure of
subsequent events.

C. Accounting pronouncements not yet implemented

In June 2009, the FASB issued Statement of Financial Accounting
Standards No. 166 Accounting for Transfers of Financial Assets, (SFAS No. 166)
which amends the derecognition guidance required by the Transfers and Servicing
Topic of FASB ASC. Some of the major changes undertaken by this amendment
include:

- Eliminating the concept of a Qualified Special Purpose Entity (QSPE)
  since the FASB believes, on the basis of recent experience, that many entities
  that have been accounted for as QSPEs are not truly passive, a belief that
  challenges the premise on which the QSPE exception was based.
- Modifying the derecognition provisions as required by the Transfers and
  Servicing Topic of FASB ASC. The specific aims are to:

> require that all arrangements made in connection with a transfer of
>   financial assets be considered in the derecognition analysis;clarify when a transferred asset is considered legally isolated from the
>   transferor;modify the requirements related to a transferees ability to freely pledge
>   or exchange transferred financial assets; andprovide guidance on when a portion of a financial asset can be
>   derecognized, thereby restricting the circumstances when sale accounting can
>   be achieved to the following cases:transfers of individual or groups of financial assets in their entirety;
>   andtransfers of participating interests.

The new amendment is effective for financial asset transfers
occurring after the beginning of an entitys first fiscal year that begins after
November 15, 2009. The Company is currently evaluating the impact SFAS No. 166
will have on its consolidated financial statements. The Company will adopt this
recommendation on April 26, 2010.

Alimentation Couche-Tard Inc. / 35

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the years ended April 25, 2010, April 26, 2009 and April
27, 2008 (in millions of US dollars, except share and stock option data)

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

In June and December 2009, the FASB issued ASU 2009-17 which
requires an enterprise to perform an analysis to determine whether the
enterprises variable interest or interests give it a controlling financial
interest in a variable interest entity. This guidance requires ongoing
reassessments of whether an enterprise is the primary beneficiary of a variable
interest entity, eliminates the quantitative approach previously required for
determining the primary beneficiary of a variable interest entity and requires
enhanced disclosures that will provide users of financial statements with more
transparent information about an enterprises involvement in a variable interest
entity. This guidance is effective for fiscal years beginning after November 15,
2009, and for interim and annual reporting periods thereafter. The initial
adoption of this standard is not expected to have a material effect on the
Companys consolidated financial statements. The Company will adopt this
recommendation on April 26, 2010.

In October 2009, the FASB issued ASU 2009-13, Revenue
Recognition (ASU 2009-13). ASU 2009-13 addresses how revenues should be
allocated among all products and services in sales arrangements. ASU 2009-13
will require companies to allocate the overall consideration to each deliverable
by using a best estimate of the selling price of individual deliverables in the
arrangement in the absence of vendor-specific objective evidence or other
third-party evidence of the selling price. The Company is currently evaluating
the impact this guidance will have on its consolidated financial statements. ASU
2009-13 is effective for fiscal years beginning on or after June 15, 2010, and
therefore the Company will adopt these recommendations on April 25, 2011.

In October 2009, the FASB issued ASU 2009-15, Accounting for
Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or
Other Financing. This ASU amends Subtopic 470-20, Debt with Conversion and
Other Options and Subtopic 260-10, Earnings Per Share. The ASU is effective for
years beginning on or after December 15, 2009, and therefore the Company will
adopt these recommendations on April 26, 2010. The initial adoption of this
standard is not expected to have a material effect on the Companys consolidated
financial statements.

In January 2010, the FASB issued ASU 2009-06 an Update of the
Fair Value Measurements and Disclosures Topic of FASB ASC requiring new
disclosures and amending existing guidance. This Update provides amendments that
require new disclosures as follows:

- A reporting entity should disclose separately the amounts of significant
  transfers in and out of Level 1 and Level 2 fair value measurements and
  describe the reasons for the transfers; and
- In the reconciliation for fair value measurements using significant
  unobservable inputs (Level 3), a reporting entity should present separately
  information about purchases, sales, issuances, and settlements.

This Update also provides amendments that clarify existing
disclosures as follows:

- A reporting entity should provide fair value measurements for each class
  of assets and liabilities; and
- A reporting entity should provide disclosures about the valuation
  techniques and inputs used to measure fair value for both recurring and
  nonrecurring fair value measurements that fall either in Level 2 or Level 3.

These modifications are effective for interim and annual
periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward activity in
Level 3 fair value measurements. Those disclosures are effective for interim and
annual periods beginning after December 15, 2010. These new disclosure
requirements will not have any impact compared to the present level of
disclosures.

Alimentation Couche-Tard Inc. / 36

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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 13, 2010 | 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   |  | 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)
|       |  |                                                                                                                                                                       
|99.4   |  | 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 (Raymond Paré)  
|       |  |                                                                                                                                                                       
|99.5   |  | 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)
|       |  |                                                                                                                                                                       
|99.6   |  | 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)  
|       |  |                                                                                                                                                                       

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