UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

~~Form~~FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the ~~press release with respect to the fourth quarter results~~Annual ~~ended~~General ~~April~~Meeting ~~25,~~of ~~2010~~Shareholders 2010

Commission File Number: 333-10100

ALIMENTATION COUCHE-TARD INC.

4204 Industriel Blvd
Laval, Quebec, Canada
H7L 0E3

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40 F. ~~Form 20-F |_| Form 40-F |X|~~

Form 20-F |_| Form 40-F |X|

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes |_| No |_ |

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes |_| No |_ |

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

Yes |_| No |_ |

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALIMENTATION COUCHE-TARD INC.
July 13, 2010
July 14, 2010
	Per: /s/ Sylvain Aubry
	Sylvain Aubry
	Senior Director, Legal Affairs and Corporate Secretary

ALIMENTATION COUCHE-TARD ~~ANNOUNCES ITS FOURTH QUARTER AND FISCAL 2010 RESULTS~~INC.

~~Fiscal~~NOTICE ~~year~~OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

~~Fiscal~~NOTICE ~~2010~~IS ~~diluted~~HEREBY ~~earnings~~GIVEN ~~per~~THAT ~~share~~the annual general meeting (the "Meeting") of ~~$1.60~~shareholders ~~compared~~of toAlimentation $1Couche-Tard Inc.29 ~~last~~(the ~~year~~“Company”) ~~despite~~will be held at the ~~difficult~~Laval ~~economic~~room ~~context~~1, ~~particularly~~at the Congress Centre of the Hotel Sheraton Laval, located at 2440 Des Laurentides Highway, in the ~~United~~City ~~States~~of Laval, Province of Quebec, on Tuesday August 31, 2010, at 11:00 a.m. (local time), for the following purposes:

~~Increase~~1) into ~~net~~receive ~~earnings~~the ofconsolidated ~~$49.0~~financial ~~million,~~statements orof ~~19.3%,~~the Company for the fiscal year ended April 25, 2010 ~~despite~~, atogether ~~drop~~with the auditors’ report thereon; 2) to elect the directors of the Company for the ensuing year; 3~~.09¢~~) ~~per~~to ~~gallon~~appoint inthe USauditors ~~motor~~of ~~fuel~~the ~~margins,~~Company ~~depriving~~and ~~net earnings~~authorize the board of ~~approximately~~directors ~~$75.0~~to ~~million,~~set ortheir ~~$0.40~~remuneration; ~~per~~and ~~share~~4) onto atransact ~~diluted basis.~~such other business as may properly come before the Meeting or any adjournment thereof.

~~Fourth~~The ~~quarter~~Management Proxy Circular, a form of proxy for the Meeting and a registration form for the Company’s shareholder supplemental list are enclosed with this notice.

~~Fourth~~If ~~quarter~~you ~~net~~are ~~earnings~~unable ofto ~~$68.8~~attend ~~million~~the Meeting, orplease $0exercise your right to vote by signing and returning the enclosed form of proxy in the enclosed stamped envelope.37 ~~per~~Proxies ~~share~~may onalso abe deposited with the Secretary of ~~diluted~~the ~~basis~~Meeting, animmediately ~~increase~~prior ofto ~~$30.8~~the ~~million~~commencement orof 81the Meeting.~~1%.~~

~~Same-store~~BY ~~merchandise~~ORDER ~~sales~~OF upTHE ~~3.2%~~BOARD inOF ~~the~~DIRECTORS ~~United States and 6.9% in Canada.~~

~~Consolidated~~(s) ~~merchandise~~Sylvain ~~and~~Aubry ~~service gross margin in proportion of sales down 0.6%, while remaining positive in dollars, due to changes in product mix.~~

~~Same-store~~Sylvain ~~motor~~Aubry ~~fuel~~Senior ~~volume~~Director, inLegal ~~the~~Affairsand Corporate ~~United~~Secretary ~~States down 0.7% and up 4.2% in Canada.~~

~~Motor~~Laval, ~~fuel~~Quebec, ~~gross~~July ~~margin~~13, in2010 ~~the US up 2.83¢ per gallon to 14.21¢ per gallon.~~

~~Operating,~~ALIMENTATION ~~selling,~~COUCHE-TARD ~~administrative and general expenses accounted for 30~~INC.5% ~~of merchandise and service revenues in the fourth quarter of 2010~~ ~~against~~MANAGEMENT ~~31.4% at the same period last year.~~PROXY CIRCULAR

~~Net~~This ~~earnings~~proxy ~~benefited~~circular ~~from~~(the ~~non~~"Circular") ~~recurring~~is ~~items~~furnished ~~including~~in connection awith ~~gain~~the solicitation of ~~$11.4 million,~~proxies ~~net~~by the management of ~~tax,~~Alimentation Couche-Tard ~~from~~Inc. (the ~~disposal~~"Company") for use at the annual general meeting of shareholders ~~shares~~of the Company (and at any adjournment thereof) (the ~~reversal~~"Meeting") ofto ~~provisions~~be ~~totalling~~held $3on Tuesday, August 31, 2010, at 11:00 a.6m. ~~million~~(local time), ~~net~~at the place and for the purposes set forth in the accompanying notice of ~~taxes~~the Meeting (the "Notice"). Unless otherwise indicated, ~~following~~the ~~final~~information ~~analysis.~~contained herein is given as of June 30, 2010.

~~TSX:~~SOLICITATION ~~ATD.A,~~OF ~~ATD.B~~PROXIES

~~Laval,~~The ~~Quebec,~~proxies ~~July~~must ~~13,~~be ~~2010~~deposited –at ~~For~~the ~~its~~office ~~fourth~~of ~~quarter,~~the transfer ~~Alimentation~~agent ~~Couche-Tard~~of ~~Inc.~~the ~~announces~~Company, ~~net~~Computershare ~~earnings~~Trust Company of ~~$68.8 million~~Canada, up100 ~~$30.8~~University ~~million or 81~~Ave.1%, .9th ~~The~~Floor, ~~increase~~North ~~mainly~~Tower, ~~reflects~~Toronto, aOntario, ~~2.83¢~~Canada, ~~per~~M5J ~~gallon increase in~~2Y1, ~~motor~~before ~~fuel~~the ~~gross~~time ~~margin~~fixed infor the ~~United~~Meeting. ~~States,~~A anshareholder ~~increase~~executing inthe ~~same-store~~enclosed ~~merchandise~~proxy ~~sales~~has inthe ~~Canada~~power ~~and~~to ~~the~~revoke ~~United~~it ~~States,~~at ~~the~~any ~~contribution~~time ofprior ~~stores acquired~~to its use, ~~Couche-Tard’s~~in ~~sound~~any ~~management~~manner permitted ofby ~~expenses~~law, aincluding ~~$8.7~~by ~~million~~instrument ~~non recurring~~in ~~gain,~~writing ~~net~~executed ofby ~~taxes,~~the onshareholder or ~~disposal~~by ofhis ~~Casey’s~~attorney ~~General~~authorized ~~Stores,~~in ~~Inc. (“Casey’s”)~~writing ~~shares~~or, in the ~~reversal~~case of ~~certain~~a ~~provisions~~corporation, ~~following~~by ~~their final~~an ~~analysis,~~officer asor ~~well~~attorney asauthorized ain ~~lower~~writing. ~~income~~This ~~tax~~instrument ~~rate.~~must ~~These~~be ~~items contributing~~deposited ~~positively~~either toat ~~net~~the ~~earnings~~office ~~were~~of ~~partially~~the ~~offset~~transfer byagent aof ~~decrease~~the inCompany ~~the consolidated~~at ~~merchandise~~any ~~and~~time ~~service~~up ~~percentage~~to forty-eight ~~gross~~hours ~~margin~~preceding ~~due~~the today aof ~~change~~the ~~in product~~Meeting ~~mix~~at ~~from~~which ~~cigarette~~the ~~sales~~proxy ~~and~~is anto ~~increase~~be used, inor ~~electronic~~with ~~payment~~the ~~modes resulting~~Secretary ~~from~~of ~~higher~~the ~~average~~Meeting ~~motor~~on ~~fuel~~the ~~retail~~day ~~prices~~of the Meeting.

“IA amshareholder ~~very~~has ~~pleased with~~ the ~~efforts~~right ~~deployed~~to ~~during~~appoint ~~the~~some ~~fourth~~other person ~~quarter~~(who ~~and~~need ~~throughout~~not ~~fiscal~~be ~~2010 which ultimately produced excellent quarterly results and~~ a ~~record-breaking~~shareholder ~~year”, declared Alain Bouchard, President and Chief Executive Officer. “The impact~~ of ~~our efforts reaches well beyond~~ the ~~last fiscal year. In fact, I believe our team’s dynamic approach secured the~~ Company’s) ~~competitive position for years~~ to ~~come,~~represent ashim ~~evidenced~~in ~~by our continued~~attendance ~~focus on our network~~ and ~~current operations. As regards~~ to ~~our~~act ~~pending~~on ~~offer~~his ~~to acquire~~behalf ~~Casey’s,~~at ~~our~~the ~~strong~~Meeting ~~preference~~other isthan tothe ~~enter~~individuals ~~into~~designated aby the ~~negotiated~~management ~~transaction~~of ~~with~~the ~~Casey’s.~~Company Itand isnamed ~~unfortunate~~in ~~that~~ the ~~Casey’s Board~~enclosed ~~has~~form ~~rejected~~of ~~our $36~~proxy.00 ~~per~~Such right ~~share~~may ~~all-cash~~be ~~offer~~exercised ~~without~~by ~~any~~inserting ~~discussion~~in ~~or negotiation.~~the Wespace ~~are~~provided ~~committed~~on tosuch ~~making~~form ~~this~~of ~~combination a reality as evidenced~~proxy by the ~~commencement~~name of ~~our~~the ~~tender~~other ~~offer~~person ~~and~~the ~~nomination~~shareholder ofwishes ato ~~slate~~appoint ofor ~~nine~~by completing ~~directors~~another ~~for~~proper ~~election~~form ~~to the Casey’s Board~~ of ~~Directors”, he concluded~~proxy.

1This solicitation of proxies by the management of the Company is being carried out by mail. The Company may also, upon request, reimburse brokers and other persons holding shares as nominees for their reasonable costs incurred in sending proxy material to beneficial owners of shares of the Company. The costs of solicitation will be borne by the Company as per the regulation.

AsINSTRUCTIONS ~~for~~FOR ~~Raymond Paré, Vice~~NON-~~President and Chief Financial~~REGISTERED Officer, he indicated: “What’s extraordinary is the $49.0 million, or 19.3%, increase in fiscal 2010 net earnings, despite a drop of 3.09 cents per gallon in motor fuel gross margins in the Unites States as compared to fiscal 2009. This means we caught up with a shortfall of roughly $75.0 million on net earnings, or 0.40 cents per share on a diluted basis, with increased sales from existing stores and acquisitions and by controlling expenses. The performance of the quarter is in line with that of the one of previous quarters and reflects our ongoing focus on sales combined with sound management of margins, acquisitions that improve our bottom line and tight control over expenses. As for Casey’s, we intend to take our usual disciplined approach to acquisitions. We made the offer after a careful evaluation, and we believe our offer price represents full and fair value for Casey’s”. SHAREHOLDERS

~~Highlights~~Non-registered shareholders may vote shares that are held by their nominees in two ways. Applicable securities laws and regulations require nominees of non-registered shareholders to seek their voting instructions in advance of the ~~Fourth~~Meeting. ~~Quarter~~Non-registered shareholders will receive from their nominees a request for voting instructions for the number of ~~Fiscal~~shares ~~2010~~held on their behalf. The nominee’s voting instructions will contain instructions relating to signature and return of the document and these instructions should be carefully read and followed by non-registered shareholders to ensure that their shares are accordingly voted at the Meeting. Non-registered shareholders who would like their shares to be voted on their behalf must therefore follow the voting instructions provided by their nominees.

~~Changes~~Non-registered shareholders who wish to vote their shares in person at the ~~Store~~Meeting ~~Network~~must insert their own name in the space provided on the request for voting instructions in order to appoint themselves as proxy holders and follow the signature and return instructions provided by their nominees. Non-registered shareholders should not complete the remainder of the form sent to them by their nominees as their votes will be taken and counted at the Meeting.

~~The~~VOTING ~~following table presents certain information regarding changes in Couche-Tard’s stores network over the 12 and 52-week periods ended April 25, 2010:~~ SHARES

	12-week period ended April 25, 2010						52-week period ended April 25, 2010
	Company-						Company-
	operated		Affiliated				operated		Affiliated
	stores		stores		Total		stores		stores		Total
Number of stores, beginning of period	4,396		1,487		5,883		4,395		1,048		5,443
Acquisitions(1)	15		-		15		70		444		514
Openings / constructions / additions	14		12		26		29		73		102
Closures / disposals / withdrawals	(17	)	(29	)	(46	)	(84	)	(97	)	(181	)
Conversions to affiliated stores	-		-		-		(2	)	2		-
Number of stores, end of period	4,408		1,470		5,878		4,408		1,470		5,878

The voting shares of the Company are its Class A Multiple Voting Shares (the “Multiple Voting Shares”) and its Class B Subordinate Voting Shares (the “Subordinate Voting Shares”). As at June 30, 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 Meeting. Therefore, the total aggregate voting rights for the Multiple Voting Shares are 80.31% and 19.69% for the Subordinate Voting Shares.

~~(1)~~Conversion ~~Includes~~Rights Couche-Tard’s 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 Couche-Tard’s network and which are now operated by the joint venture.

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

~~On February 16, 2010, Couche~~Take-~~Tard~~Over ~~acquired~~Bid ~~from~~Protection 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.

OnIn ~~April~~the 6event that an offer as defined in the Articles of the Company (an "Offer") is made to holders of Multiple Voting Shares, ~~2010~~each Subordinate Voting Share shall become convertible at the holder's option into one Multiple Voting Share, ~~Couche-Tard~~for ~~acquired~~the ~~eight~~sole ~~company~~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-~~operated~~over bid, a securities exchange bid ~~stores~~or an issuer bid under the Securities Act (Québec) (as presently in ~~central~~force or ~~North~~as ~~Carolina~~it may be subsequently amended or readopted), ~~United~~except ~~States~~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, ~~from~~by ~~Accel~~reason ~~marketing~~of ~~LLC~~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.

~~During~~Holders ~~the~~of ~~fourth~~Multiple ~~quarter~~Voting Shares and holders of ~~fiscal~~Subordinate Voting Shares listed as shareholders at the close of business on July 9, 2010 (“Record Date”) will be entitled to vote at the Meeting in respect of all matters which may properly come before the Meeting. In order to be entitled to vote, ~~Couche-Tard~~a holder of Multiple Voting Shares or of Subordinate Voting Shares who has acquired his shares after this date must, at least ten (10) days ~~another~~before ~~seven~~the ~~stores~~Meeting, ~~through~~request ~~seven~~that ~~distinct~~the ~~transactions~~Company enter his name on the list of shareholders entitled to vote. If two or more persons are joint holders of shares, those among such holders attending the Meeting may, in the absence of the others, vote such shares. However, if two or more joint holders are present in person or represented by proxy at the Meeting and wish to vote thereat, they may do so only as one and the same person. If more than one joint holder are present or represented by proxy, the vote must be made jointly and in unison.

~~Casey’s~~-2-

~~From~~Following ~~September~~a ~~24,~~review ~~2009~~of tothe ~~April~~agreement 8,amongst ~~2010,~~shareholders ~~Couche-Tard~~of ~~purchased~~the aCompany ~~total~~intervened ofin 1December 1987,~~975,362~~ ~~common~~binding ~~shares~~namely ofDéveloppements ~~Casey’s.~~Orano ~~The weighted average purchase~~Inc. ~~price~~(“Orano”), ofhaving ~~these~~as ~~shares~~majority ~~was~~shareholder ~~$31~~Mr.36 ~~per~~Alain ~~share,~~Bouchard ~~for~~and athe ~~total~~other shareholders ~~consideration~~being ~~of $62~~Messrs.~~0 million,~~ ~~including~~Jacques ~~transaction~~D’Amours, ~~costs.~~Richard OnFortin ~~April~~and 9,Réal ~~2010~~Plourde, and ~~Couche-Tard~~Metro ~~publicly~~Inc ~~submitted~~(“Metro”) aand ~~proposal~~in tocontinuance ~~Casey’s~~with ~~Board~~their offormer ~~Directors~~relationship, ~~to acquire~~they ~~all~~concluded ofa ~~the~~revised ~~outstanding~~shareholders’ ~~shares~~agreement ofon ~~common~~March ~~stock~~8, ~~(including~~2005 ~~the~~with ~~associated~~respect to ~~preferred~~their ~~stock~~participation ~~purchase~~in ~~rights)~~the ~~of Casey’s for $36~~Company.00 ~~per~~Following ~~share~~a ~~payable~~corporate inreorganisation of ~~cash.~~Orano Onoccurred ~~that~~on ~~same~~October ~~date~~14, ~~Couche-Tard sold 1~~2008,~~975,000~~ ~~Casey’s~~the shares, atheld aby ~~price~~Orano, which shareholders ofwere ~~$38~~Messrs.43 ~~per~~Bouchard, ~~share~~D’Amours, ~~for~~Fortin aand ~~consideration~~Plourde, ofin ~~$75.9~~the ~~million,~~Company ~~net~~are ofnow ~~transaction~~held ~~costs,~~by ~~thereby~~Orano ~~generating~~and aholding ~~gain~~companies ofcontrolled ~~approximately~~respectively ~~$13~~by Messrs.9 ~~million~~D’Amours, Fortin and Plourde (~~net~~the ~~of expenses~~“Holdings”). OnFollowing ~~June~~such ~~2nd~~reorganisation, ~~2010~~Metro, ~~Couche-Tard~~Orano and ~~commenced~~the ~~its~~Holdings ~~tender~~have ~~offer~~entered into an amended shareholders agreement with respect to ~~acquire~~their ~~all~~participation ofin the ~~outstanding~~Company. ~~common~~The ~~shares~~rights ofand ~~common~~obligations ~~stock~~of ~~(including~~ the ~~associated~~parties ~~preferred~~under ~~stock~~that ~~purchase~~amended ~~rights)~~agreement ofremain ~~Casey’s~~mainly ~~for~~the ~~$36.00~~same ~~per~~as ~~share payable~~the ones in ~~cash.~~the 2005 agreement which are mainly as follows:

2(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).

~~Couche-Tard’s~~This ~~offer~~agreement toprovides ~~acquire~~that ~~Casey’s~~it ~~shares~~will ~~represents~~terminate ~~a 14.0%~~if ~~premium~~either ~~over~~Metro or ~~Casey’s~~Orano ~~closing~~and ~~price of $31.59 per share on April 8, 2010,~~ the ~~last~~Holdings ~~trading day prior to~~ (the ~~public~~latter ~~disclosure~~considered ~~of Couche-Tard’s proposal, a 17.0% premium over Casey’s 90-calendar day average closing price~~ as ~~of April 8, 2010, and~~ a ~~24.0%~~whole) ~~premium~~holds ~~over~~less ~~Casey’s~~than ~~one-year average closing price as of~~5% ~~April 8, 2010. The offer also implies a last twelve months (as~~ of ~~January~~the ~~31, 2010)~~issued ~~EBITDA multiple of 7.4x~~ and aoutstanding ~~price~~shares of ~~$1.3~~the ~~million per store, which compares favourably to corresponding metrics of publicly~~share-~~traded~~capital ~~companies and previous transactions in the convenience store industry. The value~~ of the ~~transaction~~ ~~would~~Company ~~be of approximately $1.9 billion~~ on a fully diluted basis~~, including Casey’s net debt of approximately $29~~.0 ~~million.~~

~~Dividends~~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 Persons and their respective Holding undertake to exercise their respective direct and indirect voting rights in the Company in favour of each Person’s election, subject that such Persons hold, directly or indirectly, a minimum of 1,500,000 shares of the Company. Should one of the Persons 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.

OnPRINCIPAL ~~July~~HOLDERS ~~13, 2010, the Board declared, for the fourth quarter of~~OF ~~fiscal~~SECURITIES 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 Act of Canada.

~~Exchange~~To ~~Rate~~the ~~Data~~knowledge of the officers and directors of the Company, the only persons who beneficially own or exercise control or direction over shares carrying more than 10% of the votes attached to each class of voting shares outstanding of the Company are:

~~The~~-3- ~~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:

	Number of		Number of
Name	Multiple Voting	Percentage of	Subordinate	Percentage of
	Shares	Multiple Voting	Voting Shares	Subordinate
	beneficially	Shares	beneficially	Voting Shares
	owned, controlled	outstanding	owned, controlled	outstanding
	or directed		or directed

Alain Bouchard	19,225,474⁽¹⁾	35.8 %	1,413,968⁽²⁾	1.1 %
Jacques D’Amours	10,786,436⁽³⁾	20.1 %	283,200	0.2 %
Richard Fortin	5,464,710(4)	10.2 %	532,200	0.4 %
Réal Plourde	2,223,548(5)	4.1 %	1,223,600	0.9 %
Metro Inc.	15,018,680	28.0 %	5,723,668	4.3 %
Fidelity⁽⁷⁾	-	-	13,267,300	10.1 %

		12-week periods ended		52-week periods ended
	(1)	Of this number, 17,137,752 shares are held through Développements Orano Inc. (“Orano”), a company controlled by Alain Bouchard, President and Chief Executive Officer of the Company(6).
		April 25, 2010	April 26, 2009	April 25, 2010	April 26, 2009
	(2)	Of this number, 1,245,000 shares are held through Orano(6).
Average for period (1)		0.9718	0.8020	0.9296	0.8760
	(3)	Of this number, 7,954,626 shares are held through 9201-9686 Québec Inc.(6), a company controlled by Jacques D’Amours, Vice-President, Administration of the Company.
Period end		1.0009	0.8267	1.0009	0.8267
	(4)	Of this number, 4,176,798 shares are held through 9201-9702 Québec Inc.(6), a company controlled by Richard Fortin, Chairman of the Board of the Company.
(1) Calculated by taking the average of the closing exchange rates of each day in the applicable period.
	(5)	Of this number, 1,534,746 shares are held through 9203-1848 Québec Inc.(6), a company controlled by Réal Plourde, Executive Vice- President of the Company.
	(6)	These companies and their respective controlling shareholders are part to a voting agreement conferring them voting control over more than 10% of the outstanding votes of the Company. Therefore, together they own a total of 37,700,168 Multiple Voting Shares and 3,452,968 Subordinate Voting Shares conferring them 56.78% of the voting rights of the shares outstanding.
	(7)	Comprised of the affiliated Fidelity companies: Fidelity Management & Research Company, Pyramis Global Advisors, LLC, Pyramis Global Advisors Trust Company and FIL Limited.

As the Company uses the US dollar as its reporting currency, in its consolidated financial statements and in the present document, unless indicated otherwise, results from its 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 are discussed in the present document are therefore related to the translation in US dollars of the CompanyMANAGEMENT’sS ~~Canadian and~~REPORT ~~corporate operations results and do not have a true economic impact on its~~AND ~~performance~~FINANCIAL ~~since~~STATEMENTS 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 sensitivity of the Company’s results to variations in foreign exchange rates is economically limited.

3The consolidated financial statements of the Company for the financial year ended April 25, 2010 and the report of the auditors thereon will be submitted at the Annual General Meeting of Shareholders, but no vote thereon is required or expected. These consolidated financial statements are reproduced in the Company’s 2010 Annual Report which was sent to shareholders who requested it with this Notice of Annual General Meeting of Shareholders and Management Proxy Circular. The Company’s 2010 Annual Report is available on SEDAR (www.sedar.com) as well as on the Company’s website (www.couche-tard.com/corporate).

~~Selected~~ELECTION ~~Consolidated~~OF ~~Financial Information~~ DIRECTORS

The ~~following~~Board ~~table~~of ~~highlights~~Directors ~~certain~~must ~~information~~be ~~regarding~~composed of a minimum of three ~~Couche-Tard~~directors and of a maximum of 20 directors. Pursuant to a resolution of the Board of Directors, 10 persons are to be elected as directors for the current fiscal year, each to hold office until the next annual meeting of shareholders or until such person’s ~~operations~~successor ~~for~~is elected or appointed. Management proposes the ~~12-week~~election, ~~and~~at ~~52-week~~the ~~periods~~Meeting, ~~ended~~of ~~April~~the 25following 10 nominees, who are all ~~2010~~currently ~~and~~members ~~April~~of ~~26,~~the ~~2009:~~Board of Directors.

(In millions of US dollars, unless otherwise stated)	12-week periods ended						52-week periods ended
	April 25,		April 26,		Variation		April 25,	April 26,		Variation
	2010		2009		%		2010	2009		%
Statement of Operations Data:
Merchandise and service revenues (1) :
United States	924.7		880.9		5.0		3,986.0	3,742.6		6.5
Canada	434.0		335.4		29.4		1,895.5	1,673.8		13.2
Total merchandise and service revenues	1,358.7		1,216.3		11.7		5,881.5	5,416.4		8.6
Motor fuel revenues:
United States	2,228.3		1,504.7		48.1		8,819.8	8,865.2		(0.5	)
Canada	416.5		273.0		52.6		1,738.3	1,499.5		15.9
Total motor fuel revenues	2,644.8		1,777.7		48.8		10,558.1	10,364.7		1.9
Total revenues	4,003.5		2,994.0		33.7		16,439.6	15,781.1		4.2
Merchandise and service gross profit (1) :
United States	305.3		295.8		3.2		1,308.1	1,226.2		6.7
Canada	143.0		113.3		26.2		638.3	574.9		11.0
Total merchandise and service gross profit	448.3		409.1		9.6		1,946.4	1,801.1		8.1
Motor fuel gross profit:
United States	115.3		85.8		34.4		488.7	545.6		(10.4	)
Canada	25.2		22.6		11.5		118.2	89.9		31.5
Total motor fuel gross profit	140.5		108.4		29.6		606.9	635.5		(4.5	)
Total gross profit	588.8		517.5		13.8		2,553.3	2,436.6		4.8
Operating, selling, administrative and general expenses	438.3		412.5		6.3		1,906.7	1,848.8		3.1
Depreciation and amortization of property and equipment and other assets	49.4		42.6		16.0		204.5	183.0		11.7
Operating income	101.1		62.4		62.0		442.1	404.8		9.2
Net earnings	68.8		38.0		81.1		302.9	253.9		19.3
Other Operating Data:
Merchandise and service gross margin (1) :
Consolidated	33.0%		33.6%		(0.6	)	33.1%	33.3%		(0.2	)
United States	33.0%		33.6%		(0.6	)	32.8%	32.8%		-
Canada	32.9%		33.8%		(0.9	)	33.7%	34.3%		(0.6	)
Growth of same-store merchandise revenues (2) (3) :
United States	3.2%		3.3%				2.9%	0.6%
Canada	6.9%		2.8%				4.8%	2.2%
Motor fuel gross margin (3) :
United States (cents per gallon):	14.21		11.38		24.9		14.49	17.55		(17.4	)
Canada (Cdn cents per litre)	4.85		5.62		(13.7	)	5.31	4.97		6.8
Volume of motor fuel sold (4) :
United States (millions of gallons)	828.4		781.3		6.0		3,484.8	3,214.9		8.4
Canada (millions of litres)	534.5		502.3		6.4		2,395.5	2,059.0		16.3
(Decrease) growth of same-store motor fuel volume (3) :
United States	(0.7%	)	(4.1%	)			1.0%	(6.4%	)
Canada	4.2%		2.2%				3.0%	3.7%
Per Share Data:
Basic net earnings per share (dollars per share)	0.37		0.20		85.0		1.64	1.31		25.2
Diluted net earnings per share (dollars per share)	0.37		0.20		85.0		1.60	1.29		24.0
							April 25,	April 26,		Variation
							2010	2009		$
Balance Sheet Data:
Total assets							3,696.7	3,255.9		440.8
Interest-bearing debt							741.2	749.2		(8.0	)
Shareholders’ equity							1,614.3	1,326.0		288.3
Ratios:
Net interest-bearing debt/total capitalization (5)							0.24:1	0.30:1
Net interest-bearing debt/EBITDA (6)							0.80:1	0.98:1

Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion unless the shareholder has specified in the proxy that his shares are to be withheld from voting in the election of directors.

(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.

Unless otherwise specified by the shareholders, the shares represented by any proxy enclosed herewith will be voted FOR the election of the 10 persons hereinafter named, each of whom will be nominated for election as a director.

-4-

Operating Results

			Number of	Number of
			Multiple Voting	Subordinate
			Shares	Voting Shares
			beneficially	beneficially
			owned or over	owned or over
			which control	which control	Number of
Name and Municipality of		Director	or direction is	or direction is	deferred share
Residence	Principal Occupation	Since	exercised⁽¹⁾	exercised⁽¹⁾	units⁽²⁾

Alain Bouchard⁽³⁾	President and Chief	1988	19,225,474 ⁽⁴⁾	1,413,968^(5)(11)	-
Lorraine, Québec	Executive Officer of the
	Company

Jacques D’Amours⁽³⁾	Vice-President,	1988	10,786,436 ⁽⁷⁾	283,200⁽¹¹⁾	-
Lorraine, Québec	Administration of the
	Company⁽⁶⁾

Roger Desrosiers, FCA⁽¹³⁾	Corporate Director	2003	-	10,000	6,849
Montréal, Québec
Chairman of the Audit
Committee

Jean Élie⁽¹³⁾	Corporate Director	1999	-	21,900	6,350
Montréal, Québec

Richard Fortin⁽³⁾	Chairman of the Board of	1988	5,464,710⁽⁸⁾	532,200⁽¹¹⁾	-
Longueuil, Québec	the Company

Mélanie Kau⁽¹²⁾	President, Mobilia	2006	-	-	9,911
Montréal, Québec	Interiors Inc.

Roger Longpré^(12)(13)	President, Mergerac Inc.	2001	-	16,000	10,055
Brossard, Québec	(consulting firm in mergers
Chairman of the Human	and acquisitions)
Resources and Corporate
Governance Committee

Réal Plourde⁽³⁾	Executive Vice-President	1988	2,223,548⁽⁹⁾	1,223,600⁽¹¹⁾	-
Montréal, Québec	of the Company

Jean-Pierre Sauriol⁽¹²⁾	President and Chief	2003	-	4,000	15,536
Laval, Québec	Executive Officer, Dessau
	inc. (engineering-
	construction company)

Jean Turmel⁽¹⁴⁾	President, Perseus	2002	-	38,000	17,940
Montréal, Québec	Capital Inc. (Fund
	management corporation)

Revenues 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 chiefly the result of a $623.0 million rise in motor fuel revenues resulting from a higher average retail price, the positive impact of $129.0 million from a stronger Canadian dollar, the $61.0 million increase generated by acquisitions as well as the growth of same-store merchandise revenues in the United States and Canada and the growth of same-store motor fuel volume in Canada.

	⁽¹⁾	The information as to the shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective candidates individually.
	⁽²⁾	For more details see section “Deferred Share Unit Plan”.
	⁽³⁾	Member of the Executive Committee.
	⁽⁴⁾	Of this number, 17,137,752 shares are held through Orano. ⁽¹⁰⁾
	⁽⁵⁾	Of this number, 1,245,000 shares are held through Orano. ⁽¹⁰⁾
	⁽⁶⁾	Mr. D’Amours is on a sabbatical leave since March 2005.
	⁽⁷⁾	Of this number, 7,954,626 shares are held through 9201-9686 Québec Inc. ⁽¹⁰⁾
	⁽⁸⁾	Of this number, 4,176,798 shares are held through 9201-9702 Québec Inc. ⁽¹⁰⁾
	⁽⁹⁾	Of this number, 1,534,746 shares are held through 9203-1848 Québec Inc. ⁽¹⁰⁾
	⁽¹⁰⁾	These companies and their respective controlling shareholder are part to a voting agreement conferring them voting control over 56.78% of the outstanding votes of the Company.
	⁽¹¹⁾	Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D’Amours also hold options granting them the right to purchase 2,500,000, 1,170,000, 1,170,000 and 50,000 Subordinate Voting Shares, respectively.
	⁽¹²⁾	Member of the Human Resources and Corporate Governance Committee.
	⁽¹³⁾	Member of the Audit Committee.
	⁽¹⁴⁾	Lead director.

~~As for fiscal 2010, revenues rose $658.~~-5 million, an increase of 4.2% compared to fiscal year 2009, mainly 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 same-~~store~~ 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~~To ~~specifically,~~ the ~~growth~~knowledge of ~~merchandise~~the Company and ~~service~~based on information ~~revenues~~provided ~~for~~to it by the ~~fourth~~nominees, ~~quarter~~none of ~~fiscal~~these ~~2010~~nominees ~~was~~is, ~~$142.4~~as ~~million~~of July 13, an2010, ~~increase~~or ofwas, ~~11.7%~~within ~~compared~~10 toyears ~~the~~before ~~same~~that ~~period~~date, ofa ~~the~~director ~~previous~~or ~~fiscal~~executive ~~year,~~officer of a company (including the Company) which, ~~$71.0~~while ~~million~~the ~~was~~nominee ~~generated~~held bythat position or in the ~~appreciation~~year offollowing the ~~Canadian~~date ~~dollar~~on which the nominee ceased to hold that ~~against~~position, ~~its~~became USbankrupt, ~~counterpart~~made ~~and~~a ~~$18.0~~proposal ~~million~~under byany ~~acquisitions.~~legislation ~~Regarding~~relating ~~internal~~to ~~growth~~bankruptcy or insolvency, aswas ~~measured~~subject to proceedings instituted by ~~same-store~~its ~~merchandise~~creditors or ~~revenues~~instituted proceedings against its creditors, itmade ~~rose~~an byarrangement ~~3.2%~~or compromise inwith ~~the~~its creditors or took steps to make an arrangement or compromise ~~United~~with ~~States~~its creditors, ~~partly~~or ~~due~~had a receiver, receiver manager or trustee appointed to hold its assets, with the ~~increase~~exception inof Roger Desrosiers who was, until June 10, 2009, director and President of the ~~retail~~Board ~~price~~of Directors of ~~tobacco~~Aqua-Biokem BSL Inc. ~~products~~and ABK-Gaspésie Inc., following ~~the~~his ~~increases~~appointment inby ~~taxes~~Desjardins onCapital ~~these~~de risque, ~~products.~~their Asrespective ~~for~~majority ~~the~~controlling ~~Canadian~~shareholder, which has requested ~~market~~and obtained on June 16, 2009 the ~~increase~~appointment inof ~~same-store~~a ~~merchandise~~receiver ~~revenues~~to ~~was~~hold ~~6.9%~~their respective assets pursuant to section 47.1 ~~These~~of the Bankruptcy and Insolvency ~~performances~~Act. ~~were~~Since ~~satisfactory~~then, ~~considering~~all the ~~difficult~~assets ~~economic~~of ~~context.~~these companies have been liquidated.

AsCOMPENSATION ~~for~~OF fiscal 2010, merchandise and service revenues rose by $465.1 million, a 8.6% increase compared to the same period last year for reasons similar to those of the fourth quarter, including an increase in same-store merchandise revenues of 2.9% in the United States and 4.8% in Canada. DIRECTORS

~~Motor~~Deferred ~~fuel~~Share ~~revenues~~Unit ~~increased~~Plan by $867.1 million or 33.7% in the fourth quarter of fiscal 2010. The higher average retail price at the pump in the United Stated and Canada created a rise in revenues of $623.0 million, as shown in the following table, beginning with the first quarter of the fiscal year ended April 26, 2009:

					Weighted
Quarter	1st	2nd	3rd	4th	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

In order to further align the interest of its directors with those of its shareholders, the Board of Directors of the Company has implemented on July 13, 2004, a Director Compensation Policy, which provides namely:

~~Acquisitions~~any ~~contributed~~director ~~15.6~~that ~~million~~is ~~additional~~an ~~gallons~~employee inof the ~~fourth~~ ~~quarter~~Company ~~of fiscal 2010,~~ or ~~$44.0~~one ~~million in revenues, in addition to the increase in revenues~~ of ~~$58.0 million generated by the appreciation of the Canadian dollar against~~ its ~~US counterpart. As for the same-store motor fuel~~subsidiaries ~~volume,~~ does itnot ~~dropped~~receive ~~slightly~~any bydirector ~~0.7%~~compensation; ~~in the United States and increased by 4.2% in Canada.~~
~~Motor~~the ~~fuel~~Company ~~revenues~~will ~~increased~~no bylonger ~~$193.4~~grant ~~million~~any orstock ~~1.9%~~options ~~in fiscal~~to ~~2010, of which $589.0 million or 220.8 million gallons stem from~~independent ~~acquisitions~~ directors, ~~which~~but ~~further~~instead ~~adds~~will togrant ~~the~~deferred ~~$92.0~~share ~~million~~units ~~increase~~(“DSU”) in ~~revenues from~~accordance ~~the~~ with ~~appreciation of~~ the ~~Canadian~~Company’s ~~dollar~~Deferred ~~against~~Share ~~its~~Unit USPlan ~~counterpart. Same-store motor fuel volume grew by 1.0% in~~ (the ~~United~~“DSU ~~States~~Plan”); ~~and 3.0% in Canada. Revenues dropped by $763.0 million due to a lower average retail price at the pump.~~
~~For~~at ~~the~~least ~~fourth~~50% ~~quarter~~ of ~~fiscal 2010,~~ the ~~consolidated merchandise~~annual ~~and~~retainer ~~service~~fee ~~gross~~will ~~margin~~be ~~dropped~~paid ~~by 0.6% to 33.0% . In the United States, the gross margin was 33.0%, down from 33.6% recorded~~ in ~~the~~DSU ~~previous~~and ~~fiscal year. During~~ the ~~fourth quarter~~ of director ~~fiscal~~may ~~2009,~~elect ~~Couche-Tard raised tobacco products prices before the tax increase on these products, thereby increasing the gross margin. As for Canada, the margin fell~~ to ~~32.9%,~~be apaid ~~0.9% decrease due to the greater proportion of cigarettes sales~~ in ~~the~~either ~~product~~cash ~~mix,~~or ~~which~~DSU ~~put~~for ~~downward pressure on~~ the ~~percent margin while~~ remaining ~~positive in absolute dollars given the increase in terms~~50%; of units sold. 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.
5independent directors may elect to have up to 100% of their other compensation, including attendance fees, paid in DSU; and
~~For~~independent ~~fiscal~~directors ~~2010,~~must ~~the~~hold ~~consolidated~~at ~~merchandise~~least ~~and service gross margin was 33.1% . More specifically~~5,000 itshares ~~was~~or ~~32.8%~~DSU inwithin ~~the~~three years ~~United~~after ~~States,~~ the ~~same~~ aslatest ~~fiscal 2009, and 33.7% in Canada, a decrease~~ of ~~0.6%~~July ~~for reasons similar to those of the fourth quarter. In Canada~~13, as2004 ~~indicated~~or bytheir ~~Couche-Tard~~election ~~in its first quarterly report, the gross margin for fiscal 2010 compares~~ to ~~a margin that benefited from non recurring amounts in~~ the ~~first quarter of fiscal 2009 related to obligations towards dealers in the Western Canada division as well as from retroactive adjustments to certain suppliers rebates~~Board.

~~During~~Under the ~~fourth~~DSU ~~quarter~~Plan, ofdirectors ~~fiscal~~are ~~2010,~~credited on the ~~motor~~basis ~~fuel~~of the ~~gross~~amounts ~~margin~~payable ~~for~~to ~~Couche-Tard’s~~such ~~company-operated~~director ~~stores~~divided inby the ~~United~~value ~~States increased~~of bya 2unit.~~83¢~~ ~~per~~The ~~gallon,~~value ~~from~~of ~~11.38¢~~a unit ~~per~~corresponds ~~gallon~~to in the ~~fourth~~weighted ~~quarter~~average trading price of the Subordinated ~~fiscal~~Voting ~~2009~~Shares toon ~~14.21¢~~the ~~per~~Toronto ~~gallon~~Stock ~~this~~Exchange ~~quarter~~over the five trading days immediately preceding the credited date. InThe ~~Canada,~~units take the ~~margin~~form ~~dropped,~~of a credit to ~~reaching~~the ~~Cdn4~~account of the director.~~85¢~~ ~~per~~Upon ~~litre~~a ~~compared~~director ceasing to ~~Cdn5.62¢~~act ~~per~~as ~~litre~~member inof the Board ~~fourth~~of ~~quarter~~ Directors of ~~fiscal~~the ~~2009.~~Company, ~~The~~the ~~motor~~director ~~fuel~~has ~~gross~~the ~~margin~~right ofto ~~Couche-Tard’s~~receive ~~company-operated~~payment ~~stores~~of the DSU credited to his account in either (i) in cash, base on the ~~United~~market value ~~States~~of asa ~~well~~Subordinated asVoting Shares on the ~~impact~~date of ~~expenses~~payment, ~~related~~or (ii) in Subordinated Voting Shares to be acquired on the open market by the Company, ~~electronic~~equal to the number of DSU acquired by the director. The payment ~~modes~~date ~~for~~of the ~~last~~DSU is ~~eight~~determined ~~quarters~~by the director, ~~beginning~~subject ~~with~~to the ~~first~~Human Resources and Corporate ~~quarter~~Governance ofCommittee approval but no later the ~~fiscal~~first calendar year ~~ended~~following ~~April~~the calendar ~~26,~~year ~~2009~~during ~~were~~which the director has cease to act as ~~follows:~~member of the Board. Units are not transferable other than through a will or other testamentary instrument or in accordance with succession laws.

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

DUS entitle holders thereof to dividends which are paid in the form of additional units at the same rate applicable to dividends paid from time to time on Subordinated Voting Shares.

~~For~~The ~~fiscal~~following ~~2010,~~table ~~the~~set ~~motor~~forth ~~fuel~~the ~~gross~~details ~~margin~~of ~~for Couche-Tard’s company-operated stores in~~ the ~~United~~total ~~States decreased by 3.09¢ per gallon, from~~annual ~~17.55¢~~compensation ~~per~~and ~~gallon~~attendance ~~last~~fees ~~fiscal~~paid ~~year~~in tokind ~~14.46¢~~or ~~per gallon this fiscal year~~not, ato ~~drop of 17.6% . In Canada,~~ the ~~margin~~directors ~~rose, reaching Cdn5.31¢ per litre compared with Cdn4.97¢ per litre~~ for ~~fiscal 2009. Contrary to~~ the ~~average motor fuel margin in~~ fiscal ~~2009~~year ~~which~~ended ~~was~~April ~~unusually high in the United State~~25, ~~the margin for fiscal~~ 2010 ~~is closer to expectations based on historical margins~~.

~~For the fourth quarter of fiscal 2010, operating, selling, administrative and general expenses increased by~~ -6~~.3%~~- compared with the corresponding period of the previous fiscal year. These expenses increased by 5.5% due to the appreciation of the Canadian dollar, while they increased by 2.4% and 1.9%, respectively because of the increase in electronic payment modes expenses and acquisitions, and decreased by 3.6% and 0.9% as a result of the non recurring gain on disposal of Casey’s shares and the reversal of provisions following their final analysis, respectively. 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 and the reversal of certain provisions posted in 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.

Name	Compensation ($)⁽¹⁾					Share-based awards		Value of Retirement Plan ($)	Total Compensation Paid ($)	Compensation Breakdown
Name	Basic Annual Compensation ⁽²⁾⁽³⁾ ($)	Compensation Chairman of Committee⁽²⁾ ($)	Compensation Committee Member⁽²⁾ ($)	Attendance Fees⁽⁴⁾ ($)	Total Compensation ($)	Allotment based on DSU Plan ^(1)(2)(3) ($)	Dividends paid in form of DSU ($)	Value of Retirement Plan ($)	Total Compensation Paid ($)	By Cash ($)	BY DSU ($)
Richard Fortin	202,500⁽⁵⁾	-	-	-	202,500	-	-	-	202,500	202,500	-
Roger Desrosiers⁽⁶⁾	13,500	6,075	-	9,450	29,025	13,500	932	-	43,457	29,025	14,432
Jean Élie	13,500	-	2,025⁽⁷⁾	12,600	28,125	13,500	855	-	42,480	27,112	15,368
Mélanie Kau	13,500	-	2,025	9,450	24,975 ⁽⁸⁾	13,500	1,284	-	39,759	-	39,759
Roger Longpré⁽⁹⁾	13,500⁽¹⁰⁾	3,375	2,025	16,650	35,550	13,500	1,337	-	50,387	22,050	28,337
Jean-Pierre Sauriol	13,500	-	2,025	9,450	24,975 (11)	13,500	2,096	-	40,571	-	40,571
Jean Turmel	30,375⁽¹²⁾	-	-	5,400	35,775⁽¹³⁾	13,500	2,387	-	51,662	-	51,662
Total	300,375	9,450	8,100	63,000	380,925	81,000	8,891	-	470,816	280,687	190,129

For fiscal 2010, operating, selling, administrative and general expenses increased by 3.1% compared to last fiscal year. These expenses increased by 4.8% due to acquisitions and 1.6% due to the appreciation of the Canadian dollar, while they decreased by 0.2% due to the drop in electronic payment modes expenses, 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 their final analysis. Excluding these items, expenses therefore 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 2009.

	⁽¹⁾	In support to the Company’s Management decision with regards to reducing their respective base salary by 10% for fiscal year 2010, the directors have accepted as well to reduce their total annual compensation by 10% for fiscal year 2010.
	⁽²⁾	The payment of the annual compensation is spread over four instalments which three of them have been paid during fiscal year ending April 25, 2010.
	⁽³⁾	In line with the Director Compensation Policy of the Company, half of the Directors’ basic annual compensation is paid in DSU according to the DSU Plan.
	⁽⁴⁾	An amount of $1,350 is paid for each Board of directors meeting and Human Resources and Corporate Governance Committee meeting, and $1,800 for each Audit committee meeting.
	⁽⁵⁾	Based on an annual compensation of $202,500, his mandate as Chairman of the Board does not qualify him under the DSU plan.
	⁽⁶⁾	President of Audit Committee.
	⁽⁷⁾	Mr. Élie requested to receive half of this amount in DSU.
	⁽⁸⁾	Ms. Kau requested to receive the total of this sum in DSU.
	⁽⁹⁾	President of Human Resources and Corporate Governance Committee.
	⁽¹⁰⁾	Mr. Longpré requested to receive the total of this amount in DSU.
	⁽¹¹⁾	Mr. Sauriol requested to receive the total of this sum in DSU.
	⁽¹²⁾	This amount includes a sum of $16,875 in his capacity as lead director.
	⁽¹³⁾	Mr. Turmel requested to receive the total of this sum in DSU.

~~This~~Outstanding ~~excellent performance reflects Couche~~share-~~Tard’s~~based ~~prudent management~~awards ~~of controllable expenses as well as sustainable cost reduction measures it has put in place. This performance is quite satisfactory, especially considering that expenses, in proportion of merchandise~~ and ~~service~~option-based ~~revenues,~~awards ~~have decreased for a fifth consecutive quarter, without affecting the service the Company offers its clients.~~

~~Earnings~~The ~~before~~following ~~interests,~~table ~~taxes,~~set ~~depreciation~~forth ~~and amortization [EBITDA] were $150.5 million~~ for ~~the~~each ~~fourth~~independent ~~quarter~~director details ofpertaining ~~fiscal 2010,~~to upall ~~43.3%~~outstanding ~~compared~~stock tooptions at the ~~comparable~~end ~~period~~ of the ~~previous~~ fiscal ~~year,~~ ~~and~~year ~~were~~ended ~~$646.6~~April ~~million in fiscal 2010~~25, ~~up 10.0% . Acquisitions contributed to EBITDA for an amount of $3.5 million during the fourth quarter and $28.1 million in fiscal~~ 2010.

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

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options ⁽¹⁾	Option exercice price ($)⁽¹⁾⁽²⁾	Option expiration date⁽³⁾	Value of unexercised in- the-money options ($)⁽⁴⁾	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not vested ($)
Roger Longpré	40,000	7.3575	March 19, 2012	439,300	-	-
Jean Turmel	20,000	6.24	March 18, 2013	242,000	-	-

(in millions of US dollars)		12-week periods ended		52-week periods ended
	(1)	Stock options were granted prior to the change of the Company’s policy with respect to grants to independent directors as indicated above. Take note that on March 18, 2005, there was a share split on all of the Company’s issued and outstanding shares on a two for one basis and therefore, the outstanding stock options were adjusted accordingly as to the number and the exercise price.
		April 25, 2010	April 26, 2009	April 25, 2010	April 26, 2009
	(2)	The exercise price of a stock option corresponds to the weighted average trading price of the Subordinated Voting Shares on the Toronto Stock Exchange over the five trading days immediately preceding the grant date.
Net earnings, as reported		68.8	38.0	302.9	253.9
	(3)	The stock options expire at the tenth anniversary from grant date.
Add:
	(4)	Value of unexercised in-the-money options at financial year-end is the difference between the closing price of the Subordinate Voting Shares on the Toronto Stock Exchange at fiscal year-end ($18.34) and the exercise price. This gain has not been, and may never be, realized. The options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the aforesaid shares on the date of exercise.
Income taxes		24.9	17.6	109.3	114.7
Financial expenses		7.4	6.8	29.9	36.2
Depreciation and amortization of property and equipment and other assets		49.4	42.6	204.5	183.0
EBITDA		150.5	105.0	646.6	587.8

For the fourth quarter and fiscal 2010, the depreciation expense increased due to the investments made through acquisitions, replacement of equipment, store additions and the ongoing improvement of Couche-~~Tard’s~~7- ~~network.~~

~~For~~Incentive ~~the~~plan ~~fourth~~awards ~~quarter~~– ofvalue ~~fiscal~~vested ~~2010,~~or ~~financial expenses~~earned ~~increased by $0.6 million compared to the fourth quarter of fiscal 2009, while they decreased by $6.3 million~~ during ~~fiscal 2010. The fourth quarter increase chiefly reflects higher average borrowings, while~~ the ~~decrease~~ ~~for the~~ fiscal year ~~results from a reduction in Couche-Tard’s average interest rates.~~

The ~~income~~following ~~tax~~table ~~rate~~sets forth, for ~~the~~each ~~fourth~~independent ~~quarter of fiscal~~director, ~~2010~~the isaggregate ~~26.6%~~dollar ~~compared~~value tothat awould ~~rate~~have ofbeen ~~31.7%~~realized ~~for~~if the ~~same~~DSU ~~quarter~~had ~~of last fiscal~~been ~~2009.~~cashed Ason ~~for fiscal 2010,~~ the ~~rate~~grant isdate ~~26.5%~~that ~~compared~~occurred ~~to a rate of 31.1%~~ in ~~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 2009~~2010.

Couche-Tard closed the fourth quarter of fiscal 2010 with net earnings of $68.8 million, which equals $0.37 per share (same per share on a diluted basis), compared to $38.0 million in the fourth quarter of fiscal 2009, or $0.20 per share (same per share on a diluted basis), an increase of $30.8 million, or 81.1%

Name	Option-based awards – Value vested during the fiscal year($)	Share-based awards – Value vested during the fiscal year($)⁽¹⁾	Non-equity incentive plan compensation – Value earned during the year($)
Roger Desrosiers	-	14,432	-
Jean Élie	-	15,368	-
Mélanie Kau	-	39,759	-
Roger Longpré	-	28,337	-
Jean-Pierre Sauriol	-	40,571	-
Jean Turmel	-	51,662	-

7(1) The PSU are only payable upon a director ceasing to act as member of the Board of Directors of the Company. The director has the right to receive payment of the DSU credited to his account in either (i) in cash, base on the market value of a Subordinated Voting Shares on the date of payment, or (ii) in Subordinated Voting Shares to be acquired on the open market by the Company, equal to the number of DSU acquired by the director. For more information, refer to section “Director Compensation – Deferred Stock Unit Plan” of this circular.

~~For~~EXECUTIVE ~~fiscal 2010, net earnings were $302.9 million ($1.64~~COMPENSATIONCompensation ~~per~~ discussion ~~share~~and oranalysis $1.60 per share on a diluted basis), compared to $253.9 million the previous fiscal year ($1.31 per share or $1.29 per share on a diluted basis), an increase of $49.0 million or 19.3%, despite a motor fuel gross margin in the United States inferior to last fiscal year by 3.06¢ per gallon, which represents a decrease of approximately $75.0 million in net earnings, or $0.40 per share on a diluted basis. It should be noted that the motor fuel margin in the United States for fiscal 2009 was particularly high while the fuel margin for fiscal 2010 is in line with Couche-Tard’s expectations considering historical margins.

~~For~~The ~~the~~Company ~~fourth~~is ~~quarter~~committed to a competitive compensation policy that drives short- and ~~fiscal~~long-term ~~year~~business ~~2010~~performance. To that effect, the ~~stronger~~Board ~~Canadian~~of ~~dollar~~Directors ~~had~~has created a ~~favourable~~Human ~~impact~~Resources onand ~~net~~Corporate ~~earnings~~Governance Committee to assist the Board of ~~$1.9~~Directors ~~million~~in fulfilling its responsibilities relating to matters of human resources and $1corporate governance, namely compensation, establishing succession plan and development of senior management including Named Executive Officers (as defined under section “Summary Compensation Table”).5 This Committee has the responsibility for evaluating and making ~~million~~recommendations to the Board regarding the compensation of the Named Executive Officers and the equity-based and incentive compensation plans, ~~respectively~~policies and programs of the Company.

~~For~~The ~~the~~Company’s ~~fourth~~compensation ~~quarter~~policy ~~and~~focuses ~~fiscal~~on ~~2010~~financial performance, both at the ~~non~~corporate ~~recurring~~and ~~gain from~~divisional ~~disposal~~levels, ofwhile ~~Casey’s~~providing ~~shares~~its executive ~~and~~officers the ~~non~~necessary ~~recurring~~incentives ~~reversal~~to offurther ~~provisions~~the ~~had~~development of the aCompany, ~~positive~~in ~~impact~~line ofwith ~~$0.06~~its strategy and $0values.02 ~~per~~In ~~share~~determining oncompensation afor Named ~~diluted~~Executive ~~basis~~Officers, ~~respectively. Accordingly, for~~ the ~~fourth~~Human ~~quarter,~~Resources ~~excluding~~and ~~these~~Corporate ~~items,~~Governance ~~net earnings would~~Committee ~~have~~reviews ~~been~~a ~~$53.8~~survey ~~million~~of orcompensation ~~$0.29~~practices ~~per~~of ~~share on~~ a ~~diluted~~peer ~~basis,~~group ~~which~~of ~~represents~~listed Canadian anand ~~increase~~U.S. companies of ~~$15.8~~similar ~~million~~size orin ~~41.6%~~the .retail ~~For~~and ~~fiscal~~manufacturing ~~2010~~(food) industries, ~~net~~to ~~earnings~~benchmark ~~would~~compensation ~~have been~~against ~~$287.9~~the ~~million~~median or(50th percentile) ~~$1.52~~of ~~per~~the ~~share~~peer ongroup. aThe ~~diluted~~peer ~~basis,~~group ~~which~~is ~~corresponds~~comprised ~~to an increase~~ of ~~$34.0~~the following ~~million~~companies: ~~or 13.4% .~~

~~Liquidity~~Canada ~~and~~United ~~Capital~~States ~~Resources~~• Canadian Tire Corporation Limited • Rona Inc. • Caseys General Stores Inc. • The Jean Coutu Group (PJC) Inc. • Saputo Inc. • The Pantry Inc. • Maple Leaf Foods, Inc. • Sears Canada Inc. • Smithfield Foods • Loblaw Companies Limited • Shoppers Drug Mart • Susser Holdings • Metro Inc. • Tim Hortons • Delek Holdings

~~Couche-Tard’s~~The ~~sources~~compensation of ~~liquidity~~the ~~remain~~Named ~~unchanged~~Executive ~~compared with~~Officers ~~fiscal~~is ~~year ended April 26, 2009. For further information, please refer to~~comprised of the ~~Company’s~~following ~~2009~~components: ~~Annual Report.~~

~~With~~Compensation ~~respect~~Components toDescription ~~Couche-Tard’s~~Objectives ~~capital~~Base ~~expenditures, acquisitions~~salary ~~and~~• ~~share~~Annual ~~repurchases~~base ~~carried~~cash ~~out~~compensation. in• ~~fiscal 2010~~Attract, ~~they~~retain ~~were financed using available cash flow~~ and ~~credit facilities~~motivate. ~~Couche-Tard~~• ~~expects that~~Recognize ~~its~~level ~~cash~~of ~~available~~responsibility ~~from operations together with borrowings available under its revolving unsecured credit facilities, as well as potential sale~~ and ~~leaseback~~ ~~transactions,~~individual ~~will~~performance ~~meet~~over ~~its liquidity needs in the foreseeable future, barring potential large acquisitions that may require additional sources of financing~~time.

~~Couche~~-Tard’s credit facilities, totalling $1.0 billion, have not changed with respect to their terms of use since April 26, 2009 and they will only mature in September 2012. As at April 25, 2010, $350.0 million of its term revolving unsecured operating credits had been used ($273.0 million for the US dollar portion and $77.0 million for the Canadian dollar portion). At such date, the weighted average effective interest rate was 0.86% for the US dollar portion and 1.05% for the Canadian dollar portion. In addition, standby letters of credit in the amount of Cdn$0.9 million and $26.6 million were outstanding as at April 25, 2010. Couche8-~~Tard~~ also has a $351.7 million subordinated unsecured debt (nominal value amounting to $350.0 million, 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 on the remaining term of the debt using the effective rate method), bearing interest at an effective rate of 7.35% . It should be noted that amounts received for the early termination of interest rate swaps agreements represented swap’s fair value as of the date of the termination.

Compensation Components	Description		Objectives
Annual incentive plan (“AIP”)	•	Bonus plan ranging from 50% to 100% of base salary which payment is determined by Company financial objectives (75%) and personal objectives (25%).	•	Motivate to achieve strategic objectives and business priorities of the Company.
Annual incentive plan (“AIP”)	•		•	Make Named Executive Officers accountable for the achievement of financial objectives.
	•	If the Company’s financial objectives are met at less than 90%, no bonus is paid on the Company financial objectives component.
	•	If the financial objectives of the Company are attained at 90%, bonus shall be 10% on the Company financial objectives component and scaled-up by 10% for each additional percentage up to a maximum of 100%.
	•	Should the Company financial objectives be surpassed by 130%, the maximum bonus paid on the Company financial objectives component may reach 250% of the base salary.
Long-term incentive plan	•	Stock option plan.	•	Motivate to achieve objectives that are aligned with the Company’s strategic objectives and align interests of Named Executive Officers with those of the shareholders.
(“LTIP”)	•	Grants vary according to position held and individual contribution (for more details with respect to this plan, refer to section “Long- term incentive plan – stock option plan” of this Circular.)	•
	•	Phantom stock unit plan.	•	Motivate to achieve objectives that are aligned with the Company’s strategic objectives and align interests of Named Executive Officers with those of the shareholders.
	•	Grants vary according to position held and individual contribution (for more details with respect to this plan, refer to section “Long- term incentive plan – phantom stock unit plan” of this Circular.)	•
Retirement plan	•	Defined benefit plan to provide retirement income in the form of a lifetime annuity.	•	Attract, maintain and offer competitive benefits.
	•	Retirement supplemental plan based on the base salary and part of the AIP paid in some cases.
Other benefits	•	Company vehicle, health program and financial planning.	•	Attract, maintain and offer competitive benefits.

~~Selected~~In ~~Consolidated~~order ~~Cash~~to ~~Flow~~achieve ~~Information~~the objectives described in the above table, the various compensation components are established as follows:

(In millions of US dollars)	12-week periods ended						52-week periods ended
	April 25,		April 26,		Variation		April 25,		April 26,		Variation
	2010		2009		$		2010		2009		$
Operating activities
Cash flows (1)	109.7		75.7		34.0		504.0		450.1		53.9
Other	166.4		132.2		34.2		(13.2	)	52.7		(65.9	)
Net cash from operating activities	276.1		207.9		68.2		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	(88.7	)	(95.5	)	6.8		(202.4	)	(235.6	)	33.2
Disposal of an investment in publicly-traded securities	75.9		-		75.9		75.9		-		75.9
Investment in publicly-traded securities	(8.5	)	-		(8.5	)	(62.0	)	-		(62.0	)
Business acquisitions	(44.2	)	(13.8	)	(30.4	)	(156.1	)	(80.8	)	(75.3	)
Proceeds from sale and leaseback transactions	0.5		7.9		(7.4	)	11.1		19.8		(8.7	)
Net cash used in investing activities	(65.0	)	(101.4	)	36.4		(333.5	)	(296.6	)	(36.9	)
Financing activities
(Decrease) increase in long-term borrowings	(126.9	)	18.2		(145.1	)	(46.7	)	(116.5	)	69.8
Cash dividends paid	(7.1	)	(5.3	)	(1.8	)	(25.1	)	(24.1	)	(1.0	)
Interest rate swap early termination fees received	-		9.4		(9.4	)	2.5		9.4		(6.9	)
Issuance of shares	0.2		1.2		(1.0	)	2.5		1.8		0.7
Share repurchase	-		(53.3	)	53.3		(56.4	)	(99.5	)	43.1
Net cash used in financing activities	(133.8	)	(29.8	)	(104.0	)	(123.2	)	(228.9	)	105.7
Corporate credit rating
Standard and Poor’s	BB+		BB+				BB+		BB+
Moody’s (2)	Ba1		Ba1				Ba1		Ba1

Base salary - is targeted at the market median, with adjustments above and below median to reflect specific circumstances such as experience and individual performance;

(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 on disposal of assets (less gains on disposal of assets) 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 it no longer considers the Company as a speculative grade issuer.

-9-

~~Operating~~Annual ~~activities~~incentive plan - targets are set at the median of the market for performance that meets objectives, with the possibility of exceeding target incentive payments (up to 250 % of the base salary) when results exceed objectives and (down to zero (0)) incentive payments when results are below target;
~~During~~Long-term incentive plan – stock options formed part up to recently of the ~~fourth~~total ~~quarter~~compensation envelope established at the median of ~~fiscal~~the ~~2010,~~market. Options ~~net~~are ~~cash~~granted ~~from~~for a term of ten years and the terms during which such ~~operating~~ options ~~activities~~may ~~reached~~be ~~$276~~exercised are determined at the time of each grant.1 ~~million~~The conditions of vesting and exercise of the options are established when such options are granted and the option price, upas ~~$68.2~~established, ~~million~~shall ~~from~~not be less than the ~~fourth~~weighted average closing price for a board lot of the Subordinate ~~quarter~~ Voting Shares traded on the Toronto Stock Exchange for the five days preceding the date of grant. In fiscal year ~~2009~~2010, ~~chiefly~~upon ~~due~~the Human Resources and Corporate Governance Committee’ s recommendation, the Board of Directors approved the implementation of a phantom stock unit (“PSU”) plan for the executive officers. The compensation program under the PSU plan sets forth annual grants in accordance with to ~~higher~~predetermined ~~net~~grant ~~earnings~~levels ranging from 20% to 90% of the base salary considering the position held by the executive officer. The PSU vest three years less a day from the grant date and ~~changes~~are payable in cash ~~working~~ upon ~~capital~~vesting. The PSU payment is subject to two objectives, ~~including~~one antime ~~increase~~Company employment inrelated ~~accounts~~(35%) ~~payables~~and the other the Company’s performance compared to its competitors (65%). The performance objectives are determined upon the PSU grant and are related to the Company’s operating performances over a three consecutive year period from the grant date and compared to certain of its competitors over the same period. The PSU grant price and payment price, as established, shall not be less than the weighted average closing price for a board lot of the Subordinate Voting Shares traded on the Toronto Stock Exchange for the five days preceding the date of grant or date of payment, as applicable.Although stock options do not form part of the total compensation envelope, discretionary grants may occur, from time to time, to executive officers following extraordinary accomplishments as it was the case previously; and
~~During~~Pension 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~~benefits ~~receivables~~- ~~and~~are ~~higher~~set ~~motor~~at ~~fuel~~market ~~inventory,~~competitive ~~resulting respectively from increased retail price and cost of motor fuel~~levels.

~~Investing~~PERFORMANCE ~~activities~~GRAPH

~~During~~In ~~the~~June ~~fourth quarter of fiscal 2010~~1995, ~~Couche-Tard’s investing~~the ~~activities~~outstanding ~~were~~common ~~primarily~~shares ~~for~~of ~~capital~~the ~~expenditures~~Company ~~and acquisitions,~~were ~~including~~converted ~~investments~~into inMultiple ~~fuel~~Voting ~~terminal~~Shares ~~facilities in Phoenix, Arizona~~ and ~~the acquisition~~Subordinate ofVoting ~~company-operated stores~~Shares. ~~Capital expenditures were primarily for~~The ~~the~~Multiple ~~replacement~~Voting ofShares ~~equipment in some of Couche-Tard’s company-operated stores to enhance its offering of products~~ and ~~services and to comply with regulations,~~ the ~~addition~~Subordinate ofVoting ~~new~~Shares ~~stores~~were astraded ~~well~~on as the Montreal ~~ongoing~~Exchange ~~improvement~~until ofDecember ~~its network. In addition~~3, ~~Couche-Tard~~1999 ~~cashed~~and ~~$75.9~~commenced ~~million~~trading ~~following~~on the ~~disposal of Casey’s~~Toronto ~~shares~~Stock ~~which~~Exchange ~~were~~on ~~acquired~~December ~~for~~6, ~~$62~~1999.0 ~~million during fiscal 2010.~~

~~Financing~~The ~~activities~~following graph compares the cumulative total shareholder return on $100 invested at the end of April 2005 in Multiple Voting Shares and Subordinate Voting Shares of the Company with the cumulative total shareholder return on the Toronto S&P/TSX Composite Index.

~~During the fourth quarter of fiscal 2010, Couche~~-~~Tard recorded a $126.9 million decrease in long~~10-~~term borrowings. In addition, Couche-Tard paid $7.1 million in dividends.~~

9The Company determines the Named Executive Officers’ compensation according to the policy and procedures described above and not based on the total stock performance on any given stock market namely due to the fact that its stock trading price is affected by external factors beyond the Company’s control which do not necessarily reflect the Company’s performance. The following graph illustrates the Company’s performance during said period by using a performance measure used by especially in financial circles i.e. EBITDA(1), which is a key component of sustained growth.

~~Financial~~(1) ~~Position~~Meaning asEarnings atBefore ~~April~~Interest, 25Tax, ~~2010~~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 publicly traded companies.

AsIn ~~shown~~order byto ~~Couche-Tard~~motivate the Named Executive Officers to reach targets that are aligned with the Company’s ~~indebtedness~~strategic ~~ratios~~objectives ~~included~~and inthe interests of those of the shareholders, the Company grants them stock options ~~“Selected~~under ~~Consolidated~~its ~~Financial~~LTIP. ~~Information”~~Stock ~~section~~options granted over these fiscal years have an exercise price ranging from $13.45 to $25.71 and ~~its~~therefore ~~net~~cannot ~~cash~~be ~~provided~~considered as bycompensation ~~operating~~since ~~activities~~the gain has not been, and may never be, realized. The options have not been, and may never be, exercised; and actual gains, if any, on exercise will depend on the ~~Company’s~~value ~~financial~~of ~~position~~the isaforesaid ~~excellent~~shares on the date of exercise.

~~Its~~The following graphs illustrate the total compensation(*) ~~consolidated~~earned ~~assets~~by ~~amounted~~the toNamed ~~$3.7~~Executive ~~billion~~Officers asin ateach year of the five-year period ending on April 25, 2010. anAlthough ~~increase~~the ofcomparison ~~$440.8~~with the ~~million~~Company’s ~~compared~~stock toperformance ~~the~~may ~~balance~~show asthat atthere ~~April~~is a trend between the two 26components, ~~2009.~~the ~~This~~Named ~~increase~~Executive Officers’ direct compensation is ~~chiefly~~determined in accordance with the ~~result~~policies ofand ~~five~~methods ~~factors:~~indicated above.

~~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 the end of fiscal 2009 and to 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 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.11-

~~Shareholders’~~* ~~equity~~The ~~was~~total ~~$1.6~~compensation ~~billion~~includes asthe atbase ~~April 25~~salary, ~~2010,~~bonus ~~up $288~~(i.3e. ~~million~~the ~~resulting~~AIP) ~~mainly~~and ~~from~~value ~~net~~of ~~earnings~~the ofstock ~~$302~~options (i.9e. ~~million~~the ~~and~~LTIP) vested during the ~~$62.4~~ ~~increase~~fiscal inyear ~~accumulated~~calculated ~~other~~by ~~comprehensive~~using ~~income~~the ~~largely~~Black ~~due~~& toScholes ~~exchange rate~~model ~~fluctuations~~which is based on various assumptions. However, ~~partially~~the ~~offset~~value byof the ~~repurchase~~stock options have has not been, and ~~cancellation~~may ofnever ~~shares totalling~~be, ~~$56~~realized.4 ~~million~~The options have not been, and ~~$25.1~~may ~~million~~never inbe, ~~dividends~~exercised ~~paid.~~and ~~The~~actual ~~net interest-bearing~~gains, ~~debt~~if toany, ~~total~~on ~~capitalization~~exercise ~~ratio~~will ~~stood~~depend aton ~~0.24:1~~the ~~versus 0.30:1~~value asof atthe ~~April~~aforesaid ~~26,~~shares ~~2009.~~on the date of exercise.

~~Selected~~Summary ~~Quarterly~~Compensation ~~Financial~~Table ~~Information (Unaudited)~~

(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	2nd	1st	4th	3rd	2nd	1st
Weeks	12 weeks	16 weeks	12 weeks	12 weeks	12 weeks	16 weeks	12 weeks	12 weeks
Revenues	4,003.5	4,935.2	3,825.8	3,675.1	2,994.0	3,911.7	4,556.4	4,319.0
Income before depreciation and amortization of property and equipment and other assets, financial expenses and income taxes	150.5	141.3	176.4	178.4	105.0	168.1	179.7	135.0
Depreciation and amortization of property and equipment and other assets	49.4	63.2	46.9	45.0	42.6	56.4	41.1	42.9
Operating income	101.1	78.1	129.5	133.4	62.4	111.7	138.6	92.1
Financial expenses	7.4	8.6	7.0	6.9	6.8	10.3	9.3	9.8
Net earnings	68.8	54.8	88.2	91.1	38.0	71.1	97.6	47.2
Net earnings per share
Basic	$0.37	$0.30	$0.48	$0.49	$0.20	$0.37	$0.50	$0.24
Diluted	$0.37	$0.29	$0.47	$0.48	$0.20	$0.36	$0.49	$0.24

The following table details compensation information for the fiscal year ended April 25, 2010, for the Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated executive officers of the Company (collectively, the “Named Executive Officers”).

Outlook

Name and principal position	Fiscal year	Salary ($)	Share- based awards ($)	Option- based awards ($)⁽²⁾	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)⁽³⁾	Total compensation ($)
Name and principal position	Fiscal year	Salary ($)	Share- based awards ($)	Option- based awards ($)⁽²⁾	Annual incentive plans	Long-term incentive plans⁽⁸⁾	Pension value ($)	All other compensation ($)⁽³⁾	Total compensation ($)
Alain Bouchard President and Chief Executive Officer⁽⁴⁾	2010	831,861⁽¹⁾	-	-	1,345,766⁽¹⁾⁽⁶⁾	121,818⁽¹⁾	-187,460⁽¹⁾	-	2,111,985
Raymond Paré Vice-President and Chief Financial Officer⁽⁴⁾	2010	209,160⁽¹⁾	-	275,584⁽¹⁾	250,207 ⁽¹⁾⁽⁶⁾	20,419 ⁽¹⁾	20,486⁽¹⁾	-	775,856
Réal Plourde Executive Vice- President⁽⁴⁾⁽⁵⁾	2010	477,793⁽¹⁾	-	-	571,560⁽¹⁾⁽⁶⁾	46,645 ⁽¹⁾	-66,015⁽¹⁾	-	1,029,982
Brian Hannasch Chief Operating Officer⁽⁴⁾⁽⁵⁾	2010	307,514	-	672,855⁽¹⁾	297,776 ⁽⁶⁾	33,742 ⁽¹⁾	146,549	-	1,458,436
Alain Brisebois Senior Vice- President, Operations	2010	223,168 ⁽¹⁾⁽⁷⁾	-	107,371⁽¹⁾	177,671 ⁽¹⁾⁽⁶⁾	14,339 ⁽¹⁾	32,552⁽¹⁾	-	555,100

In the course of the fiscal 2011, Couche-Tard expects to pursue its investments with caution in order to, amongst other things, improve its network. Given the economic climate and its attractive access to capital, Couche-Tard believes to be well positioned to realize acquisitions and create value. However, Couche-Tard will continue to exercise patience in order to benefit from a fair price in view of current market conditions. The Company also intends to keep an ongoing focus on its supply terms and operating expenses.

	⁽¹⁾	In compliance with regulatory requirements, even though the amounts were paid or credited in Canadian dollars, the amount is in U.S. dollars due to the fact that the Company uses such currency in its financial statements. The conversion rate used was 0.9296, which is the average exchange rate for fiscal year 2010.
	⁽²⁾	The compensation value included herein represents the fair value of the stock options granted on the grant date as determined by using the Black & Scholes model which is based on various assumptions. It does not represent cash received by the Named Executive Officer. The amount is at risk and may even be equal to zero.
	⁽³⁾	Perquisite benefits are not in excess of $50,000 or 10% of the total base salary paid to each Named Executive Officers for the fiscal year indicated and thus are not reported.
	⁽⁴⁾	In line with proactive measures taken by the Company considering the economy, namely by freezing the wages for all the employees of the Company, the Named Executive Officers that form part of the Executives have accepted a decrease on their annual base salary of 10% for the 2010 fiscal year.

~~Finally, in line with its business model, Couche~~-Tard intends to continue to focus its 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 its large clientele. 12-

	⁽⁵⁾	Mr. Hannasch was promoted to the position of Chief Operating Officer on May 10, 2010, position held by Mr. Plourde since 1999.
	⁽⁶⁾	This amount includes a special bonus of 1.5% of the base salary which was paid by the Company to all employees.
	⁽⁷⁾	Mr. Brisebois was promoted to the position of Senior Vice-President, Operations on January 11, 2010.
	⁽⁸⁾	Represents the value for one year of the portion relating to employment (35%) of the PSU, the latter to vest in accordance with the PSU plan as described under section “Long-term plan – phantom stock unit plan”. This amount may increase or decrease since a PSU’s value equals to a Subordinate Voting Share of the Company and the latter’s value may be different from this year-end value (i.e. $18.34) upon vesting and payment.

~~Profile~~INCENTIVE PLAN AWARDS

~~Alimentation Couche~~Long-~~Tard~~term ~~Inc.~~incentive isplan ~~the leader in the Canadian convenience store industry. In North America, Couche~~-~~Tard~~ isstock ~~the~~option ~~largest independent~~plan convenience store operator (whether integrated with a petroleum company or not) in terms of number of company-operated stores. Couche-Tard currently operates a network of 5,878 convenience stores, 4,146 of which include motor fuel dispensing, located in 11 large geographic 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 Couche-Tard’s retail convenience network and service centers.

~~Source~~The ~~Raymond~~Plan ~~Paré~~provides that the number of Subordinate Voting Shares issuable pursuant to the Plan is 16,892,000, ~~Vice~~being 9.2% of the issued and outstanding Multiple Voting Shares and Subordinate Voting Shares as at fiscal year end. Pursuant to the provisions of the Plan, the Company may grant options to purchase Subordinate Voting Shares to full-~~President~~time employees, officers and directors of the Company or of any of its subsidiaries. The aggregate number of Subordinate Voting Shares reserved for issuance at any time to any one optionee shall not exceed 5% of the aggregate number of Multiple Voting Shares and Subordinate ~~Chief~~Voting ~~Financial~~Shares ~~Officer~~outstanding ~~Tel:~~on ~~(450)~~a ~~662~~non-~~6632~~diluted ~~ext~~basis at such time, less the total of all shares reserved for issuance to such optionee pursuant to any other share compensation arrangement of the Company. ~~4607~~Options may be granted for ~~investor~~a term of up to 10 years, which is usually the case, and the terms during which such options may be exercised are determined by the Board of Directors at the time of each grant of options.~~relations@couche-tard~~ The conditions of vesting and exercise of the options are established by the Board of Directors when such options are granted and usually the vesting is as follows: 20% upon grant and 20% at each anniversary grant date.~~com~~ The option price, as established by the Board of Directors, shall not be less than the weighted average closing price for a board lot of the Subordinate Voting Shares on the Toronto Stock Exchange for the five days preceding the date of grant.

~~The~~Options ~~statements~~granted ~~set~~under ~~forth~~the inPlan ~~this~~are ~~press~~personal ~~release,~~to ~~which~~the ~~describes~~optionees ~~Couche-Tard’s~~and ~~objectives,~~cannot ~~projections,~~be ~~estimates~~assigned or transferred, ~~expectations~~except by will or ~~forecasts,~~by ~~may~~the applicable laws ~~constitute~~of ~~forward-looking~~succession. ~~statements~~Upon ~~within~~an optionee's employment with the ~~meaning~~Company ofbeing ~~securities~~terminated ~~legislation.~~for ~~Positive~~cause or ~~negative~~upon ~~verbs~~an ~~such~~optionee being removed from office as ~~“plan”,~~a ~~“evaluate”,~~director ~~“estimate”,~~or ~~“believe”~~becoming ~~and~~disqualified ~~other~~from ~~related~~being ~~expressions~~a ~~are~~director ~~used~~by tolaw, ~~identify~~any ~~such~~option ~~statements~~or the unexercised portion thereof shall terminate forthwith. If an optionee's ~~Couche-Tard~~employment ~~would~~with ~~like~~the toCompany ~~point~~is ~~out~~terminated ~~that,~~otherwise than by ~~their~~reason ~~very~~of ~~nature,~~death ~~forward-looking~~or ~~statements~~termination ~~involve~~for ~~risks~~cause, ~~and~~or ~~uncertainties~~if ~~such~~any ~~that~~optionee ~~its~~ceases ~~results~~to be a director other than by reason of death, removal or disqualification by law, any option or the ~~measures~~unexercised itportion ~~adopts,~~thereof ~~could~~may ~~differ~~be ~~materially~~exercised ~~from~~by ~~those~~the ~~indicated~~optionee orfor ~~underlying~~that number of ~~these~~shares ~~statements,~~only orwhich ~~could~~he ~~have~~was anentitled ~~impact~~to onacquire under the ~~degree~~option ofat ~~realization~~the oftime aof ~~particular~~such ~~projection.~~termination ~~Major~~or ~~factors~~cessation, provided that ~~may~~such ~~lead~~option toshall aonly ~~material difference~~be ~~between~~exercisable ~~Couche-Tard’s~~within ~~actual~~90 ~~results~~days ~~and~~after ~~the~~such ~~projections~~termination or ~~expectations~~cessation ~~set forth~~or inprior to the expiration ~~forward-looking~~of ~~statements include~~ the ~~effects~~term of the ~~integration~~option, whichever occurs earlier. If an optionee ofdies ~~acquired~~while ~~businesses~~employed ~~and~~by the ~~ability~~Company toor ~~achieve~~while ~~projected~~serving ~~synergies~~as a director, ~~fluctuations~~ inany ~~margins~~option onor the ~~motor~~unexercised ~~fuel~~portion ~~sales,~~thereof ~~competition~~may inbe exercised by the ~~convenience~~person to whom the ~~store~~option ~~and~~is ~~retail~~transferred ~~motor~~by ~~fuel~~will ~~industries,~~or ~~exchange~~the ~~rate~~applicable ~~variations,~~laws ~~and~~of ~~such~~succession ~~other~~for that ~~risks~~number asof ~~described~~shares inonly ~~detail~~which ~~from~~the ~~time~~optionee was entitled to ~~time~~acquire inunder the option ~~reports~~at ~~filed~~the bytime of death, provided that such option shall only be exercisable ~~Couche-Tard~~within ~~with~~180 ~~securities~~days ~~authorities~~following inthe ~~Canada~~date ~~and~~of death or prior to the ~~United~~expiration ~~States.~~of ~~Unless~~the ~~otherwise~~term ~~required~~of bythe ~~applicable~~option, ~~securities~~whichever ~~laws,~~occurs ~~Couche-Tard~~earlier. ~~disclaims~~The ~~any intention~~Board or ~~obligation~~Directors toof ~~update~~the Company ormay, ~~revise~~at any ~~forward-looking statements~~time, ~~whether~~ aswith athe ~~result~~prior approval of ~~new~~the ~~information~~Toronto Stock Exchange, amend, ~~future~~suspend ~~events~~or terminate the Plan in whole or ~~otherwise~~in part. ~~The forward-looking~~However, ~~information~~the inapproval of ~~this~~the ~~release~~holders isof ~~based~~a onmajority ~~information~~of ~~available~~the as shares of the ~~date~~Company present and voting in person or by proxy at a meeting of shareholders of the ~~release.~~Company may be required.

~~Webcast on July 13, 2010 at 3:30 P.M. (EST) Couche~~Long-~~Tard~~term ~~invites~~incentive ~~analysts~~plan ~~known~~– tophantom ~~the~~stock ~~Company~~unit toplan ~~send their two questions in advance to its management, before 1:30 P.M. (EST) on July 13, 2010.~~

~~Financial analysts and investors who wish to listen to the webcast on Couche~~-~~Tard’s results which will take place online on July~~ 13~~, 2010 at 3:30 P.M. (EST) can do so by accessing the Company’s website at www.couche~~-tard.com/corporate and by clicking on the corporate presentations link of the investor relations section. For those who will not be able to listen to the live presentation, the recording of the webcast will be available on the Company’s website for a period of 90 days.

11The Company implemented a PSU plan allowing the Board of Directors, through its Human Resources and Corporate Governance Committee, to grant PSUs to the executive officers and selected key employees of the Company (the “Participants”). A PSU is a nominal unit which value is based on the weighted average reported closing price for a board lot of the Company’s Subordinated Voting Shares on the Toronto Stock Exchange for the five trading days immediately preceding the grant date. The PSU provides the Participants with the opportunity to earn a cash award based on the weighted average reported closing price for a board lot of the Company’s Subordinated Voting Shares 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. The PSU payment is subject to two objectives, one time Company employment related (35%) (“Employment Portion”) and the other the Company’s performance compared to its competitors (65%) (“Performance Portion”). The performance objectives are determined by the Human Resources and Corporate Governance Committee upon the PSU grant and are related to the Company’s operating performances over a three consecutive year period from the grant date and compared to certain of its competitors’ operating performance over the same time period.

~~CONSOLIDATED~~PSU ~~STATEMENTS~~granted OFare ~~EARNINGS~~personal ~~(in~~to ~~millions~~the ofholder and cannot be assigned, USencumbered, ~~dollars~~pledged, transferred or alienated in any way, except ~~per~~by ~~share~~will ~~amounts~~or by the applicable laws of succession. Upon a PSU holder's employment with the Company being terminated or should the PSU holder resign, ~~unaudited~~all PSU are immediately forfeited and cancelled. If a PSU holder dies or if his employment with the Company is terminated due to permanent disability or if a PSU holder attains the normal retirement age of 65 (unless such age otherwise determined by the Human Resources and Corporate Governance Committee), any PSU outstanding will be subject to an early vesting on a pro rata basis and shall be paid within 50 business days from the early vesting date for the one relating to the Employment Portion and within 20 business days following the approval by the Board of Directors of the Company’s annual consolidated financial statements for the third fiscal year previous to vesting date serving as reference for the Performance Portion. Upon the occurrence of transactions that would result in a change of control of the Company, all outstanding PSU shall vest as of the date of the change of control and be paid within 50 business days from such event. The PSU confers no rights as a shareholder of the Company.

	12 weeks		52 weeks
For the periods ended	April 25,	April 26,	April 25,	April 26,
	2010	2009	2010	2009
	$	$	$	$
Revenues	4,003.5	2,994.0	16,439.6	15,781.1
Cost of sales (excluding depreciation and amortization of property and equipment and other assets as shown separately below)	3,414.7	2,476.5	13,886.3	13,344.5
Gross profit	588.8	517.5	2,553.3	2,436.6
Operating, selling, administrative and general expenses	438.3	412.5	1,906.7	1,848.8
Depreciation and amortization of property and equipment and other assets	49.4	42.6	204.5	183.0
	487.7	455.1	2,111.2	2,031.8
Operating income	101.1	62.4	442.1	404.8
Financial expenses	7.4	6.8	29.9	36.2
Earnings before income taxes	93.7	55.6	412.2	368.6
Income taxes	24.9	17.6	109.3	114.7
Net earnings	68.8	38.0	302.9	253.9
Net earnings per share (Note 5)
Basic	0.37	0.20	1.64	1.31
Diluted	0.37	0.20	1.60	1.29
Weighted average number of shares (in thousands)	183,644	190,433	184,236	193,596
Weighted average number of shares – diluted (in thousands)	188,318	194,108	188,742	197,468
Number of shares outstanding at end of period (in thousands)	183,649	187,628	183,649	187,628

Outstanding share-based awards and option-based awards

~~CONSOLIDATED~~The ~~STATEMENTS~~following OFtable ~~COMPREHENSIVE~~provides ~~INCOME~~details, ~~(in~~for each Named Executive ~~millions~~Officer, of USstock ~~dollars~~option grants outstanding at the end of fiscal year ended April 25, ~~unaudited)~~2010.

For the periods ended		12 weeks					52 weeks
	Option-based Awards				Share-based Awards
		April 25,			April 26,		April 25,		April 26,
Name and principal position	Number of securities underlying unexercised options(1)	Option exercise price($)(1)(2)	Option expiration date(3)	Value of unexercised in-the-money options($)(4)	Number of shares or units of shares that have not vested(6)	Market or payout value of share- based awards that have not vested($)(7)
		2010			2009		2010		2009
Alain Bouchard President and Chief Executive Officer	100,000	25.69	Feb. 7, 2017	-	61,245	393,132
		$			$		$		$
	200,000	17.38	May 27, 2015	192,000	-	-
Net earnings		68.8			38.0		302.9		253.9
	400,000	10.10	Oct. 15, 2013	3,296,000	-	-
Other comprehensive income
	1,600,000	7.3575	March 19, 2012	17,572,000	-	-
Changes in cumulative translation adjustments (1)		17.5			21.3		62.0		(67.7	)
	200,000	3.4025	May 8, 2011	2,987,500	-	-
Change in fair value of a financial instrument designated as a cash flow hedge (2)		(0.2	)		-		0.6		-
	1,000,000	2.3825	July 5, 2010	15,957,500	-	-
Gain realized on a financial instrument designated as a cash flow hedge transferred to earnings (3)		-			-		(0.2	)	-
Raymond Paré Vice-President and Chief Financial Officer	25,000	18.56	April 23, 2020	-	10,266	65,897
Change in fair value of an available-for-sale investment (4)		12.3			-		11.4		-
	15,000	19.85	Sept. 12, 2019	-
Gain realized on disposal of an available-for-sale investment transferred to earnings (5)		(11.4	)		-		(11.4	)	-
	30,000	14.21	Sept. 12, 2018	123,900
Other comprehensive income		18.2			21.3		62.4		(67.7	)
	25,000	17.91	Nov. 30, 2017	10,750	-	-
Comprehensive income		87.0			59.3		365.3		186.2
	5,000	23.54	May 7, 2017	-	-	-
	10,000	25.71	May 5, 2016	-	-	-
	6,000	17.38	May 27, 2015	5,760	-	-
	800	11.58	June 9, 2014	5,408		-
Réal Plourde Executive Vice-President(5)	50,000	25.69	Feb. 7, 2017	-	23,451	150,532
	100,000	17.38	May 27, 2015	96,000	-	-
	200,000	10.10	Oct. 15, 2013	1,648,000	-	-
	700,000	7.3575	March 19, 2012	7,687,750	-	-
	120,000	3.4025	May 8, 2011	1,792,500	-	-
	250,000	2.3825	July 5, 2010	3,989,375	-	-

(1)	For the 12 and 52-week periods ended April 25, 2010, these amounts include a gain of $35.3 and $113.3, respectively (net of income taxes of $5.3 and $17.0, respectively). For the 12 and 52-week periods ended April 26, 2009 these amounts include a gain of $8.6 and a loss of $109.9, respectively (net of income taxes of $1.6 and $20.3, respectively). These gains and losses arise from the translation of US dollar denominated long-term debt designated as a foreign exchange hedge of the Company’s net investment in its foreign self-sustaining operations.
(2)	For the 12 and 52-week periods ended April 25, 2010, these amounts are net of income taxes of $0.1 and $0.2, respectively.
(3)	This amount is net of income taxes of $0.1.
(4)	For the 12 and 52-week periods ended April 25, 2010, these amounts are net of income taxes of $2.7 and $2.5, respectively.
(5)	For the 12 and 52-week periods ended April 25, 2010, these amounts are net of income taxes of $2.5.

-14-

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

	Option-based Awards				Share-based Awards
Name and principal position	Number of securities underlying unexercised options⁽¹⁾	Option exercise price($)⁽¹⁾⁽²⁾	Option expiration date⁽³⁾	Value of unexercised in-the-money options($)⁽⁴⁾	Number of shares or units of shares that have not vested⁽⁶⁾	Market or payout value of share- based awards that have not vested($)⁽⁷⁾
Brian Hannasch Chief Operating Officer⁽⁵⁾	100,000	18.56	April 23, 2020	-	16,964	108,892
	25,000	13.45	Sept. 29, 2018	122,250	-	-
	25,000	17.30	Jan. 14, 2018	26,000	-	-
	25,000	25.69	Feb. 7, 2017	-	-	-
	25,000	24.27	March 10, 2016	-	-	-
	25,000	23.19	Dec. 15, 2015	-	-	-
	100,000	16.995	Dec. 15, 2014	134,500	-	-
	80,000	11.13	Nov. 18, 2013	576,800	-	-
	30,000	6.995	June 20, 2013	340,350	-	-
	100,000	7.7125	July 3, 2012	1,062,750	-	-
	68,000	4.0325	July 4, 2011	972,910	-	-
Alain Brisebois Senior Vice- President, operations	15,000	19.85	Sept. 12, 2019	-	7,209	46,275
	30,000	14.21	Sept. 12, 2018	123,900	-	-

	⁽¹⁾	Take note that on July 20, 2001, July 19, 2002 and March 18, 2005, there was a share split on all of the Company’s issued and outstanding shares on a two for one basis and therefore, the outstanding stock options were adjusted accordingly as to the number and the exercise price.
	⁽²⁾	The option price is equal to the weighted average closing price on the Toronto Stock Exchange for a board lot of the Subordinate Voting Shares for the five days preceding the grant date.
	⁽³⁾	Options expire on the tenth anniversary from grant date. The options vest by trenches of 20% starting on grant date.
	⁽⁴⁾	Value of unexercised in-the-money options at financial year-end is the difference between the closing price of the Subordinate Voting Shares on the Toronto Stock Exchange at fiscal year-end ($18.34) and the exercise price. This gain has not been, and may never be, realized. The options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the aforesaid shares on the date of exercise.
	⁽⁵⁾	Mr. Hannasch was promoted to the position of Chief Operating Officer on May 10, 2010, position held by Mr. Plourde since 1999.
	⁽⁶⁾	PSU were granted during fiscal 2010 but as per the PSU plan, they will vest in fiscal 2013 since they have a three year vesting period from the grant date and therefore, no value was acquired during the fiscal year. Their cash payment is subject to namely the Company’s operating performances criteria as established upon grant. For more information, refer to “Long-term incentive plan – phantom stock units plan” under the Incentive Plan Awards Section and the “Long-term incentive plan” description under “Executive Compensation - Compensation Analysis and Discussion” of this Circular.
	⁽⁷⁾	Represents the estimated minimum payout (i.e. 35%) as of year-end considering part of the payment depends on operating performance goals of the Company (i.e. 65%). This minimum amount may increase or decrease since a PSU’s value equals to a Subordinate Voting Share of the Company and the latter’s value may be different from this year-end value (i.e. $18.34) upon vesting and payment.

~~CONSOLIDATED~~Incentive ~~STATEMENTS~~plan OFawards ~~CHANGES~~– INvalue ~~SHAREHOLDERS’~~vested ~~EQUITY (in~~or ~~millions~~earned ofduring USthe fiscal ~~dollars,~~year ~~unaudited)~~

For the 52-week period ended				April 25, 2010
							Accumulated
							other
	Capital		Contributed		Retained		comprehensive		Shareholders’
	stock		surplus		earnings		income(1	)	equity
	$		$		$		$		$
Balance, beginning of period	329.1		17.7		932.6		46.6		1,326.0
Comprehensive income:
Net earnings					302.9				302.9
Change in cumulative translation adjustments							62.0		62.0
Change in fair value of a financial instrument designated as a cash flow hedge (net of income taxes of $0.2)							0.6		0.6
Gain realized on a financial instrument designated as a cash flow hedge transferred to earnings (net of income taxes of $0.1)							(0.2	)	(0.2	)
Change in fair value of an available-for-sale investment (net of income taxes of $5.2)							11.4		11.4
Gain realized on disposal of an available-for- sale investment transferred to earnings (net of income taxes of $5.2)							(11.4	)	(11.4	)
Comprehensive income									365.3
Dividends					(25.1	)			(25.1	)
Stock-based compensation expense (note 7)			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 period	319.5		18.8		1,167.0		109.0		1,614.3

The following table sets forth, for each Named Executive Officer, the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date that occurred in fiscal 2010 and the bonus earned for the 2010 fiscal year.

(1) The end of period balance is comprised of cumulative translation adjustments in the amount of $108.6 and of the cumulative change in fair value of a financial instrument designated as a cash flow hedge in the amount of $0.4 (net of income taxes of $0.2).

Name and principal position	Option-based awards – Value vested during the fiscal year($)⁽¹⁾	Share-based awards – Value vested during the fiscal year($)⁽⁴⁾	Non-equity incentive plan compensation – Value earned during the year($)
Alain Bouchard President and Chief Executive Officer	-	-	1,447,683
Raymond Paré Vice-President and Chief Financial Officer	50,950	-	269,156
Réal Plourde Executive Vice-President⁽²⁾	-	-	614,845

For the 52-week period ended	April 26, 2009
							Accumulated
							other
	Capital		Contributed		Retained		comprehensive		Shareholders’
	stock		surplus		earnings		income		equity
	$		$		$		$		$
Balance, beginning of period	348.8		15.6		775.0		114.3		1,253.7
Comprehensive income:
Net earnings					253.9				253.9
Change in cumulative translation adjustments							(67.7	)	(67.7	)
Comprehensive income									186.2
Dividends					(24.1	)			(24.1	)
Stock-based compensation expense (note 7)			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 period	329.1		17.7		932.6		46.6		1,326.0

-15-

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

Name and principal position	Option-based awards – Value vested during the fiscal year($)⁽¹⁾	Share-based awards – Value vested during the fiscal year($)⁽⁴⁾	Non-equity incentive plan compensation – Value earned during the year($)
Brian Hannasch Chief Operating Officer⁽²⁾	49,350	-	297,776⁽³⁾
Alain Brisebois Senior Vice-President, Operations	31,200	-	191,126

	⁽¹⁾	The option price is equal to the weighted average closing price on the Toronto Stock Exchange for a board lot of the Subordinate Voting Shares for the five days preceding the grant date.
	⁽²⁾	Mr. Hannasch has been promoted to the position of Chief Operating Officer on May 10, 2010, position held by Mr. Plourde since 1999.
	⁽³⁾	This amount is in U.S. dollars.
	⁽⁴⁾	PSU were granted during fiscal 2010 but as per the PSU plan, they will vest in fiscal 2013 since they have a three year vesting period from the grant date and therefore, no value was acquired during the fiscal year.

~~CONSOLIDATED~~PENSION ~~STATEMENTS OF CASH FLOWS (in millions~~PLAN ofBENEFITS ~~US dollars, unaudited)~~

	12 weeks				52 weeks
For the periods ended	April 25,		April 26,		April 25,		April 26,
	2010		2009		2010		2009
	$		$		$		$
Operating activities
Net earnings	68.8		38.0		302.9		253.9
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	41.6		38.7		176.4		161.4
Future income taxes	14.1		(1.5	)	40.2		32.0
(Gain) loss on disposal of property and equipment and other assets	(14.8	)	0.5		(15.5	)	2.8
Deferred credits	1.8		0.4		11.9		9.4
Other	5.0		(0.3	)	19.8		13.3
Changes in non-cash working capital	159.6		132.1		(44.9	)	30.0
Net cash provided by operating activities	276.1		207.9		490.8		502.8
Investing activities
Purchase of property and equipment and other assets	(95.6	)	(100.2	)	(230.9	)	(251.4	)
Disposal of an investment in publicly-traded securities	75.9		-		75.9		-
Investment in publicly-traded securities	(8.5	)	-		(62.0	)	-
Business acquisitions (Note 4)	(44.2	)	(13.8	)	(156.1	)	(80.8	)
Proceeds from disposal of property and equipment and other assets	6.9		4.7		28.5		15.8
Proceeds from sale and leaseback transactions	0.5		7.9		11.1		19.8
Net cash used in investing activities	(65.0	)	(101.4	)	(333.5	)	(296.6	)
Financing activities
Net (decrease) increase in long-term debt	(126.9	)	18.2		(46.7	)	(116.5	)
Cash dividends paid	(7.1	)	(5.3	)	(25.1	)	(24.1	)
Issuance of shares	0.2		1.2		2.5		1.8
Repurchase of Class A multiple voting shares and Class B subordinate voting shares	-		(53.3	)	(56.4	)	(99.5	)
Amount received following early termination of an interest rate swap agreement	-		9.4		2.5		9.4
Net cash used in financing activities	(133.8	)	(29.8	)	(123.2	)	(228.9	)
Effect of exchange rate fluctuations on cash and cash equivalents	5.3		(7.6	)	13.5		(20.0	)
Net increase (decrease) in cash and cash equivalents	82.6		69.1		47.6		(42.7	)
Cash and cash equivalents, beginning of period	138.3		104.2		173.3		216.0
Cash and cash equivalents, end of period	220.9		173.3		220.9		173.3
Supplemental information:
Interest paid	1.9		0.3		29.4		34.2
Income taxes paid	13.8		13.1		111.3		66.1

The Canadian Named Executive Officers participate in two non-contributory Canadian defined benefit pension plans. Messrs. Bouchard, Plourde and Paré participate in the Company’s Canadian basic pension plan (“RPP”) and Canadian enhanced supplemental retirement program (“Enhanced SERP”). The purpose of these plans is to offer the Named Executive Officers, upon retirement, income equal to 2% per year of credited service, multiplied by the final average compensation of the Named Executive Officer’s three best years (base salary plus 50% of bonus – bonus not to exceed 100% of base salary), with no offset for any payment from the Canada and Quebec pension plans. The normal retirement age is 65, with provisions for early retirement from age 55 or after 25 years of services with reduced compensation.

Mr. Brisebois participates in the RPP and the Company’s Canadian basic supplemental retirement program (“Basic SERP”). The ~~accompanying~~benefit ~~notes~~in the ~~are~~Basic anSERP ~~integral~~is similar to the Enhanced SERP; however it does not include any portion of the bonus as part of the ~~consolidated~~final average compensation of the Named ~~financial~~Executive ~~statements~~Officer’s three best years. Prior to Mr. Paré’s nomination as Chief Financial Officer, he held the position of Vice-President, Finance and Treasurer and therefore was a member of the RPP and the Basic SERP.

14Mr. Hannasch participates in the Company’s U.S. Non-Qualified Deferred Compensation Plan and the U.S. supplemental enhanced retirement program. In the Non-Qualified Deferred Compensation Plan, participants can contribute up to 25% of base salary and up to 100% of their pre-tax annual bonus. The Company will match 100% of the first 7% of base salary. Upon electing to defer compensation pursuant to the parameters above, the participant shall indicate if the amounts are to be deposited into his retirement account which will be remitted upon retirement and/or in-service account allowing the participant to retrieve these amounts at the earliest five years after deferral. Notwithstanding the participant’s choice, the Company’s matching portion will be deposited into the retirement account. The amounts deferred into the retirement account will namely be available upon the participant’s retirement in a lump sum or annual instalments up to five years and in a lump sum upon employment termination. As for the amounts deferred into the in-service account, they will be available in a lump sum or annual instalments up to five years. In both cases, the deferred amounts are invested into investment funds made available by the Company. As with the Canadian plan, the U.S. supplemental retirement program has no offset for any payments from Social Security benefits. However, the benefit payable is offset by an amount equal to 200% of the estimated annual benefit from the Company matching contribution into the Non-Qualified Plan. On April 30, 2010, the U.S. supplemental retirement program was amended to change the offset to 100% of the estimated annual benefit from the Company matching contribution into the Non-Qualified Plan instead of 200%. Prior to May 1, 2008, Mr. Hannasch participated in the U.S. basic supplemental retirement program.

~~CONSOLIDATED BALANCE SHEETS (in millions of US dollars)~~ -16-

	As at April 25,	As at April 26,
	2010	2009
	(unaudited)
	$	$
Assets
Current assets
Cash and cash equivalents	220.9	173.3
Accounts receivable	286.2	225.4
Inventories	474.1	400.3
Prepaid expenses	20.2	8.5
Income taxes receivable	4.7	-
Future income taxes	24.9	37.0
	1,031.1	844.5
Property and equipment	1,980.5	1,777.2
Goodwill	426.5	384.8
Intangible assets	188.2	184.2
Deferred charges	9.4	10.9
Other assets	55.8	49.8
Future income taxes	5.3	4.5
	3,696.7	3,255.9
Liabilities
Current liabilities
Accounts payable and accrued liabilities	872.9	758.1
Income taxes payable	-	26.3
Future income taxes	5.6	0.7
Current portion of long-term debt	4.4	3.9
	882.9	789.0
Long-term debt	736.8	745.3
Deferred credits and other liabilities	285.8	259.0
Future income taxes	176.9	136.6
	2,082.4	1,929.9
Shareholders' equity
Capital stock	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 following table sets forth the pension benefits payable under the defined benefit plans of the Company for each Named Executive Officer calculated at the end of fiscal year 2010 by using the same actuary assumptions and methods used in the Company’s audited financial statements.

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

Name and principal position	Number of years credited service		Annual benefits payable ($)⁽¹⁾				Accrued obligation start of fiscal year ($)⁽⁵⁾	Compensa -tory change ($)⁽⁵⁾⁽⁶⁾	Non- compensa- tory change ($)⁽⁵⁾⁽⁷⁾	Accrued obligation at fiscal year- end($)⁽⁵⁾
	Number of years credited service		At year end		At age at 65
	RPP	SERP	RPP ⁽²⁾	SERP ⁽³⁾	RPP⁽²⁾	SERP ⁽³⁾
Alain Bouchard President and Chief Executive Officer	10.33	31.25	25,776	870,307	35,338	966,679	7,747 828	-201,657	3,856,077	11,402,248
Raymond Paré Vice-President and Chief Financial Officer	2.42	2.42	6,029	4,466	66,727	67,849	17,246	22,037	98,984	138,267
Réal Plourde Executive Vice- President⁽⁸⁾	10.33	26.33	25,776	331,085	39,287	388,963	3,510,621	-71,014	1,560,690	5,000,297
Brian Hannasch⁽⁴⁾ Chief Operating Officer⁽⁸⁾	n/a	8.92	n/a	20,928	n/a	196,903	56,462	146,549	212,422	415,433
Alain Brisebois Senior Vice- President, Operations	1.58	1.58	3,950	1,492	37,417	14,138	13,535	35,017	30,689	79,241

	⁽¹⁾	The annual benefit is the lifetime pension payable at the normal retirement age based on the final average base salary of the Named Executive Officer’s three best years as at April 30, 2010 (increased by 50% of the target bonus for service in the enchanced SERP) and based on years of credited service at year end or as of age 65.
	⁽²⁾	The normal form of pension is a 66% joint and survivor annuity with a 5-year guarantee.
	⁽³⁾	The normal form of pension of the enhanced SERP is an annuity guaranteed during the first 5 years, a 50% joint and survivor annuity for the following 5 years and there is no death protection after the first 10 years. The normal form of pension of the basic SERP is an annuity guaranteed for 5 years.
	⁽⁴⁾	The amounts indicated are in U.S. dollars.
	⁽⁵⁾	The amounts indicated include pension benefits payable under the RPP and the SERP.
	⁽⁶⁾	The compensatory change is the value of the projected pension earned for the period from May 1 ^st, 2009 to April 30, 2010 including any differences between actual and estimated earnings and any plan changes.
	⁽⁷⁾	The non-compensatory change is the value of items other than compensatory, such as: interest on the accrued obligation at the start of the fiscal year, changes in assumptions, and other experience gains and losses for the period from May 1^st, 2009 to April 30, 2010.
	⁽⁸⁾	Mr. Hannasch was promoted to the position of Chief Operating Officer on May 10, 2010, position held by Mr. Plourde since 1999.

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~table ~~FINANCIAL~~sets ~~STATEMENTS~~forth ~~(in~~the pension benefits payable ~~millions~~under the defined contribution plans of USthe ~~dollars,~~Company ~~except~~for ~~per~~each ~~share~~Named Executive Officer calculated at the end of fiscal year 2010 by using the same actuary assumptions and ~~stock~~methods ~~option~~used ~~data,~~in ~~unaudited)~~the Company’s’ audited financial statements.

1. CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

Name	Accumulated value at start of fiscal year ($)	Compensatory ($)	Non-compensatory ($)	Accumulated value at year end ($)
Alain Bouchard	-	-	-	-
Raymond Paré⁽¹⁾	36,654	-	5,622	42,276
Réal Plourde	-	-	-	-
Brian Hannasch	536,521	23,366	191,434	751,320
Alain Brisebois	-	-	-	-

~~The unaudited interim consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles~~ (~~Canadian GAAP~~1) ~~and~~The ~~have~~amounts ~~not~~indicated ~~been~~for ~~subject to a review engagement by the Company’s external auditors~~Mr. ~~These~~Paré ~~consolidated financial statements~~ were ~~prepared~~accumulated inwhile ~~accordance~~participating ~~with~~to the ~~same~~employees ~~accounting~~defined ~~policies~~contribution ~~and methods~~plans asof the ~~audited~~Company ~~annual~~prior ~~consolidated~~to ~~financial~~his ~~statements~~nomination ~~for~~as ~~the fiscal year ended April 26~~Vice-President, ~~2009,~~Finance ~~with the exception of the accounting changes described in Note 2 below. The unaudited interim consolidated financial statements do not include all the information for complete financial statements~~ and ~~should~~Treasurer beon ~~read~~November in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s 2009 Annual Report (the 2009 Annual Report). The results of operations for the interim period presented do not necessarily reflect results expected for the full year. The Company’s business follows a seasonal pattern. The busiest period is the first half of each fiscal year20, ~~which includes summer’s sales~~2007.

2.SECURITIES ~~ACCOUNTING~~AUTHORIZED ~~CHANGES~~FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

~~Goodwill~~The following table sets forth information as at April 25, 2010 with respect to the 1999 Stock Incentive Plan (the "Plan"). The Plan was approved by the Company’s shareholders at the annual and ~~Intangible~~special ~~Assets~~meeting held on September 21, 1999 and amendments to the Plan were approved by the Company’s shareholders at the annual and special meeting held on September 25, 2002.

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.17-

~~Accounting~~Equity ~~Changes~~Compensation Plan Information

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.

	Number of Subordinate Voting Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Subordinate Voting Shares remaining available for future issuance under the Plan
Equity compensation plan approved by the security holders - 1999 Stock Incentive Plan	8,697,098	$ 9.07	8,194,902

~~Financial~~SHARE ~~Instruments~~REPURCHASE -PROGRAM ~~Disclosures~~

OnThe ~~October~~Company’s 12Board of Directors has approved at its meeting held on July 14, 2009, a share repurchase program authorizing the Company ~~adopted~~to repurchase ~~amendments~~up to ~~CICA~~2,685,370 of the 53,707,412 Multiple Voting Shares ~~Section~~(representing ~~3862~~5% ~~“Financial~~of ~~Instruments~~the -multiple ~~Disclosures”~~voting ~~which~~shares ~~enhance~~issued ~~disclosure~~and outstanding) and up to ~~requirements~~12,857,284 ~~about~~of ~~liquidity~~the ~~risk~~128,572,846 Subordinate Voting Shares (representing 10% of ~~financial~~the subordinated ~~instruments~~voting shares of the public float), as determined by the applicable rules as at that date, as at July 24, 2009. The ~~amendment~~share ~~also~~repurchase program was ~~includes~~approved ~~new~~by ~~disclosure~~the ~~requirements~~Toronto ~~about~~Stock ~~fair~~Exchange ~~value~~on ~~measurement~~August of6, ~~financial~~2009 and is effected in ~~instruments~~accordance with applicable securities laws. The ~~required~~repurchases ~~disclosure~~effected ~~will~~under bethe share ~~included~~repurchase program reduces the number of Multiple Voting Shares and of the Subordinate Voting Shares issued and outstanding and resulted in an increase on a pro rata basis of the proportionate interest of the shareholders in the share capital of the Company’s. ~~fiscal~~The Company may repurchase Multiple Voting Shares ~~year~~and Subordinate Voting Shares under the program on the open market through the facilities of the Toronto Stock Exchange, from time to time, over the course of twelve months commencing on August 10, 2009 and ending August 9, 2010, ~~annual~~the ~~consolidated~~whole in ~~financial~~compliance ~~statements~~with the approval of the Toronto Stock Exchange. As of June 30, 2010, the Company has made any repurchase under this program. All shares repurchased under the share repurchase program are cancelled upon repurchase in accordance with the incorporations law of the Company.

~~Recently~~Security ~~issued~~holders ~~accounting~~may ~~standards~~obtain ~~not~~a ~~yet~~copy ~~implemented~~of the notice of intention to make a normal course issuer bid as filed with the Toronto Stock Exchange, without charge, by contacting the Corporate Secretary of the Company at the head office located at 4204 Industriel Blvd., Laval, Québec, H7L 0E3.

OnCORPORATE 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.GOVERNANCE

~~Since~~The ~~the~~ Company ~~will~~complies ~~adopt~~with ~~IFRS~~the onguidelines ~~April~~adopted ~~25,~~by ~~2011, new~~the Canadian ~~GAAP~~Securities ~~standards~~Administrators ~~that~~and ~~will~~with bethe ~~effective~~standards onof orother ~~after~~regulatory bodies. ~~that~~A ~~date~~description ~~are~~of ~~not disclosed~~the asCompany’s ~~future~~governance ~~accounting~~practices ~~changes~~is ~~because~~attached ~~they~~to ~~will~~this proxy ~~never~~circular beas ~~applied~~Appendix ~~by the Company~~A.

16APPOINTMENT AND REMUNERATION OF AUDITORS

~~NOTES~~At TOthe ~~CONSOLIDATED~~meeting, ~~FINANCIAL~~or ~~STATEMENTS~~any ~~(in~~adjournment thereof, Pricewaterhouse ~~millions~~Cooper LLP will be proposed for appointment as auditors of USthe ~~dollars,~~Company ~~except~~for ~~per~~the financial ~~share~~year ending April 24, 2011 and ~~stock~~for ~~option~~authorizing ~~data~~the Company’s Board of Directors to fix their compensation. Unless otherwise specified by the shareholders, ~~unaudited)~~the shares represented by any proxy enclosed herewith will be voted FOR the appointment of PricewaterhouseCoopers LLP, chartered accountants, as auditors of the Company for the 2011 fiscal year, until the next annual general meeting of the shareholders and FOR authorizing the Board of Directors to set their compensation.

3.AUDIT ~~INTEREST~~AND INOTHER ~~A JOINT VENTURE~~ RELATED FEES

OnPricewaterhouseCoopers ~~January 6~~LLP, ~~2010,~~chartered ~~the Company created along with Shell Oil Products (“Shell”)~~accountants, ahave ~~joint venture, RDK Ventures LLC (“RDK”), to operate~~served ~~convenience~~as ~~stores located in~~ the ~~greater~~Company’s ~~Chicago~~auditors ~~metropolitan~~since ~~area~~fiscal ofyear ~~the United States~~2009. ~~Shell~~For ~~contributed $40.1 to~~ the ~~joint~~fiscal ~~venture~~years inended ~~Property and~~on ~~equipment~~April ~~whereas~~25, ~~the~~2010 ~~Company~~and ~~contributed~~April ~~$40.1~~26, in2009, ~~cash.~~billed ~~Line~~fees ~~items~~for ~~from~~audit, ~~RDK’s statement~~audit-related, oftax ~~earnings~~ and ~~balance sheet are reflected in the Company’s~~ ~~consolidated~~all ~~financial~~other ~~statements~~services ~~using~~provided ~~the~~to ~~proportionate consolidation method since Shell and~~ the Company ~~have~~by ~~joint~~PricewaterhouseCoopers ~~control~~LLP ~~over~~were ~~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 the periods ended April 25, 2010	12-week		52-week
	$		$
Statement of earnings
Revenues	88.6		110.1
Expenses	86.5		108.1
Net earnings	1.6		1.5
Statement of cash flows
Operating activities	(0.9	)	10.6
Investing activities	(2.6	)	(25.5	)
Financing activities	-		20.1

-18-

Balance sheet items and transactions between the Company and the joint venture were eliminated upon proportionate consolidation of the joint venture.

	2010	2009

*Audit Fees* ⁽¹⁾	$ 600,000	$600,000
*Audit-Related Fees* ⁽²⁾	$ 39,965	$ 18,500
*Tax Fees* ⁽³⁾	$ 78,390	$270,120
*All Other Fees*	n/a	n/a

*TOTAL*	$ 718,355	$888,620

4. BUSINESS ACQUISITIONS

(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:
	-	attendance at audit committee meetings at which matters related to the audits or reviews are discussed;
	-	consultations on specific audit or accounting matters that arise during or as a result of an audit or review;
	-	preparation of a management letter;
	-	time incurred in connection with the audit of the income tax accrual; and
	-	services in connection with the issuer's annual and quarterly reports, prospectuses and other filings with Canadian, US or other securities commissions.

(2)	Audit-related services (the Canadian term) are assurance and related services traditionally performed by an independent auditor:
	-	employee benefit plan audits;
	-	assurance engagements that are not required by statute or regulation; and
	-	general advice on accounting standards.

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

OnAt ~~May~~its 28meeting held on March 16, ~~2009~~2004, the ~~Company~~Board ~~purchased~~of ~~43 company-operated~~Directors ~~stores~~adopted ina ~~the~~policy ~~Phoenix,~~and ~~Arizona~~procedures ~~region,~~on ~~United~~the pre-~~States~~approval ~~from~~of ~~ExxonMobil~~non-audit services by the ~~Corporation~~Company’s auditors. ~~The~~This ~~Company~~policy ~~leases~~prohibits the ~~land~~Company ~~and~~from ~~buildings~~engaging ~~related~~the auditors to ~~nine~~provide ~~sites,~~certain ~~it owns~~non-audit services to the ~~building~~Company and ~~leases~~its subsidiaries, including bookkeeping or other services related to the ~~land~~accounting ~~for~~records ~~one~~or financial ~~site~~statements, ~~while~~financial itinformation ~~owns~~systems ~~both~~design ~~these~~and implementation, ~~assets~~appraisal ~~for~~or ~~the~~valuation ~~other~~services, ~~sites.~~actuarial ~~Under~~services, ~~the~~internal ~~same~~audit ~~transaction~~services, investment ~~ExxonMobil~~banking ~~also~~services, management functions or human resources functions, ~~transferred~~legal toservices ~~the~~and ~~Company~~expert ~~the~~services ~~“On~~unrelated to the ~~Run”~~audit. ~~trademark~~The ~~rights~~policy inallows the ~~United~~Company ~~States~~to asengage ~~well~~the asauditors ato ~~network~~provide ofnon-audit ~~444~~services, ~~franchised~~other ~~stores~~than ~~operating~~the prohibited ~~under~~services, ~~this trademark~~only inif the ~~United~~services ~~States~~have specifically been pre-approved by the Audit Committee.

OnOTHER 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. BUSINESS

OnManagement ~~February~~of ~~16, 2010,~~ the Company ~~acquired~~knows ~~from~~of BPno ~~West~~amendment ~~Coast Products~~or ~~LLC~~variation ~~their~~to the ~~terminal~~matters ~~facilities~~identified ~~located~~ in ~~Phoenix, Arizona in~~ the ~~United States.~~Notice, ~~The~~nor ~~terminal~~of ~~facilities~~any ~~include~~other 16matter ~~storage~~to ~~tanks~~be ~~with a storage capacity~~discussed ofother ~~220,000~~than ~~barrels.~~those ~~The~~identified ~~terminal~~in isthe ~~approved~~Notice. ~~for 44~~However,~~000~~ ~~barrels~~the ~~per~~enclosed ~~day~~form ~~and~~of ~~has~~proxy ~~access~~confers todiscretionary ~~petroleum~~authority ~~products~~upon ~~from refineries on~~ the ~~West~~persons ~~Coast~~named ~~and~~therein into ~~the~~vote ~~Gulf~~on any ~~Coast~~such ~~region~~amendments ofor ~~the~~variations ~~United~~or ~~States~~other matters.

OnADDITIONAL ~~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.~~ INFORMATION

~~Since~~Additional ~~the~~information ~~beginning~~relating ofto the ~~fiscal~~Company ~~year,~~is available as well as copies of the Company’s ~~also acquired~~latest 16annual ~~stores~~information ~~through~~form, 12financial statements ~~distinct~~and ~~transactions.~~the ~~The~~management’s ~~Company~~discussion ~~owns~~and ~~the~~analysis ~~land~~(MD&A) filed with the Canadian and ~~buildings~~U.S. ~~for~~securities ~~eight~~regulators ~~sites~~may ~~while~~be itobtained ~~leases~~on ~~both~~SEDAR ~~these~~at www.sedar.com ~~assets~~and ~~for~~on the ~~other eight~~Company’s ~~sites.~~Web site www.couche-tard.com/corporate.

17APPROVAL BY DIRECTORS

~~NOTES~~The TOBoard ~~CONSOLIDATED~~of ~~FINANCIAL~~Directors ~~STATEMENTS~~of ~~(in millions~~the ofCompany UShas ~~dollars,~~approved ~~except~~the ~~per~~contents of ~~share~~this Management Proxy Circular and ~~stock~~its ~~option~~sending ~~data,~~to ~~unaudited)~~the shareholders of the Company.

~~These~~(s) ~~acquisitions~~Sylvain ~~were~~Aubry settled for a total cash consideration of $156.1, including direct acquisition costs. 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:

		$
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

Sylvain Aubry
Senior Director, Legal Affairs and
Corporate Secretary

~~The~~Laval, ~~Company~~Québec, ~~expects~~July ~~that~~13, ~~approximately~~2010 ~~$4.0 of the goodwill related to these transactions will be deductible for tax purposes.~~

~~5. NET EARNINGS PER SHARE~~ -19-

	12-week period			12-week period
	ended April 25, 2010			ended April 26, 2009
		Weighted average	Net		Weighted average	Net
	Net	number of shares	earnings	Net	number of shares	earnings
	earnings	(in thousands)	per share	earnings	(in thousands)	per share
	$		$	$		$
Basic net earnings attributable to Class A and B shareholders	68.8	183,644	0.37	38.0	190,433	0.20
Dilutive effect of stock options		4,674	-		3,675	-
Diluted net earnings available for Class A and B shareholders	68.8	188,318	0.37	38.0	194,108	0.20

APPENDIX A
GOVERNANCE PRACTICE

	52-week period				52-week period
	ended April 25, 2010				ended April 26, 2009
		Weighted average	Net			Weighted average	Net
	Net	number of shares	earnings		Net	number of shares	earnings
	earnings	(in thousands)	per share		earnings	(in thousands)	per share
	$		$		$		$
Basic net earnings attributable to Class A and B shareholders	302.9	184,236	1.64		253.9	193,596	1.31
Dilutive effect of stock options		4,506	(0.04	)		3 ,872	(0.02	)
Diluted net earnings available for Class A and B shareholders	302.9	188,742	1.60		253.9	197,468	1.29

BOARD OF DIRECTORS

AThe ~~total~~Board of ~~967,775~~Directors ~~stock~~up ~~options~~for ~~are~~election ~~excluded~~is ~~from~~comprised ~~the~~of 10 ~~calculation~~directors. The Board of ~~the~~Directors ~~diluted~~considers ~~net~~six ~~earnings~~of ~~per~~them ~~share~~to ~~due~~be “independent” to the ~~their~~Company. ~~antidilutive~~Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques ~~effect~~D’Amours ~~for~~are ~~the~~not ~~12-week~~independent ~~period~~directors. ~~ended~~Mr. ~~April~~Jean 25Élie was nominated by Metro Inc., ~~2010~~a (1significant shareholder,~~138,627~~ ~~stock~~but ~~options~~is ~~for~~ not otherwise related to the ~~52-week~~Company ~~period~~or Metro. ~~ended~~The ~~April~~Board ~~25,~~does ~~2010)~~consider Mr. ~~There~~Jean ~~are~~Élie ~~1,707,695~~to ~~stocks~~be ~~options excluded~~an ~~from~~independent director given that the ~~calculation~~Company ~~for~~does not have significant business dealings with Metro and that Metro does not control the ~~12-week~~Company. ~~period~~The ~~ended~~five ~~April~~other 26directors, ~~2009~~Messrs. (1Desrosiers,~~677~~ Longpré,~~059~~ ~~stocks~~Sauriol ~~options~~and ~~for~~Turmel ~~the~~and ~~52-week~~Mrs. ~~period~~Kau, ~~ended~~are ~~April~~independent ~~26,~~directors given ~~2009).~~that they do not have any business interests or other relationships with the Company or its principal shareholders.

6.The ~~CAPITAL~~following ~~STOCK~~table indicates the other issuers where directors of the Company sit as members of the board of director:

AsDirector atIssuer ~~April~~Alain ~~25,~~Bouchard ~~2010,~~Atrium ~~the~~Innovations ~~Company~~Inc. ~~has~~Richard ~~53,706,712~~Fortin ~~(53,710,412~~Rona ~~as at~~Inc. ~~April~~(also ~~26,~~a ~~2009)~~member ~~issued~~of ~~and~~the ~~outstanding~~Audit ~~Class~~Committee Aand ~~multiple~~the ~~voting~~Human ~~shares~~Resources ~~each comprising~~and ~~ten~~Compensation ~~votes~~Committee) ~~per~~Transcontinental ~~share~~Inc. ~~and~~(also ~~129,942,597~~a ~~(133,917,208~~member asof atthe ~~April~~Audit ~~26, 2009~~Committee) ~~outstanding~~Jean ~~Class~~Turmel BCanam ~~subordinate~~Group ~~voting~~Inc. ~~shares~~TMX ~~each comprising one vote per share~~Inc.

~~Since~~The ~~the~~Board ~~beginning~~ of ~~fiscal~~Directors ~~2010,~~holds ~~pursuant~~regularly toscheduled ~~the~~meetings ~~previous~~of ~~share~~the ~~repurchase~~Board ~~program~~at ~~described~~which innon-independent ~~Note~~directors 18and members of ~~the~~management ~~consolidated~~are ~~financial~~not ~~statements~~in ~~presented~~attendance. inDuring the ~~2009~~last ~~Annual~~fiscal ~~report~~year ~~and~~of ~~which expired on August 7, 2009,~~ the Company ~~repurchased 3~~,~~700~~ ~~Class~~the ~~A multiple voting shares at an average~~independent ~~cost~~directors ofheld ~~CA$14.49~~four ~~and 4,296,000 Class B subordinate voting shares at an average cost of CA$14~~meetings.~~63.~~

18The Chairman of the Board is not an independent director. Therefore, the Board of Directors has established procedures enabling it to function independently of management, including the appointment of an unrelated director to act as Lead Director. The Lead Director’s responsibilities include the following:

~~NOTES~~To TOensure ~~CONSOLIDATED~~that ~~FINANCIAL~~the ~~STATEMENTS~~responsibilities ~~(in~~of the Board of Directors are well ~~millions~~ understood by both the Board of USDirectors ~~dollars~~itself and management, ~~except~~and ~~per~~that ~~share~~the boundaries ~~and~~between ~~stock~~the ~~option~~responsibilities ~~data,~~of ~~unaudited)~~each are clearly understood and observed.
OnEnsure ~~August~~that ~~10, 2009,~~ the ~~Company~~resources ~~implemented~~available ~~a new share repurchase program which allows it~~ to ~~repurchase~~the upBoard ~~to 2,685,370 Class A multiple voting shares (representing 5.0%~~ of ~~the~~Directors ~~53,707,412 Class A multiple~~(especially ~~voting shares issued and outstanding as at July 24, 2009) and~~ up -to-date ~~12,857,284 Class~~and Brelevant ~~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~~information). ~~When~~are ~~making~~adequate ~~such repurchases, the number of issued~~ and ~~outstanding~~ ~~Class~~enable Ait ~~multiple~~to ~~voting~~perform ~~shares and Class B subordinate voting shares~~its ~~is reduced and the proportionate interest of the shareholders in the share capital of the Company is increased on a pro rata basis~~ work. ~~As at April 25, 2010, no shares had been repurchased under this program.~~
~~All~~Adopt, ~~shares~~together ~~repurchased~~with ~~under~~the Chairman of the ~~share~~Board ~~repurchase~~of ~~programs~~Directors, ~~are~~procedures and ~~cancelled~~ meeting ~~upon~~schedules ~~repurchase~~so that the Board of Directors and its committees can effectively and efficiently accomplish their work.
7.Ensure ~~STOCK-BASED~~that ~~COMPENSATION~~duties ~~AND~~assigned ~~OTHER~~to ~~STOCK-BASED~~the ~~PAYMENTS~~competent committees are effectively carried out and that the results are communicated to the Board of Directors.

~~Stock~~The ~~Options~~following tables set forth the attendance of nominees at meetings of the Board of Directors and of the committees thereof, as well as the number of meetings of the Board and of the committees held during the fiscal year ended April 25, 2010.

As at April 25, 2010, 8,697,098 stock options for the purchase of Class B subordinate voting shares are outstanding (8,800,623 as at April 26, 2009). These stock options can be gradually exercised at various dates until September 12, 2019, at an exercise price varying from CA$2.38 to CA$25.71. Four series of stock options totaling 230,000 stock options at an exercise price ranging from CA$13.15 to CA$19.85 were granted since the beginning of the fiscal year.-20-

For the 12 and 52-week periods ended April 25, 2010, the stock-based compensation costs amount to $0.6 and $2.0, respectively. For the 12 and 52-week periods ended April 26, 2009, the stock-based compensation costs amount to $0.4 and $2.7, respectively.

Directors	Number of Meetings Attended by the Director / Number of Meetings Held
Directors	Board 4 meetings	Audit Committee 4 meetings	Human Resources and Corporate Governance 3 meetings
Alain Bouchard	4/4	-	-
Jacques D’Amours	4/4	-	-
Roger Desrosiers	3/4	3/4	-
Jean Élie	4/4	4/4	-
Richard Fortin	4/4	-	-
Mélanie Kau	4/4	-	3/3
Roger Longpré	4/4	4/4	3/3
Réal Plourde	4/4	-	-
Jean-Pierre Sauriol	4/4	-	3/3
Jean Turmel	4/4	-	3/3*

~~The~~* ~~fair~~Attends ~~value~~voluntarily ofand ~~stock~~does ~~options~~not ~~granted~~get isany ~~estimated~~attendance ~~at the~~fees. ~~grant date using the Black & Scholes option pricing model on the basis of the following assumptions for the stock options granted since the beginning of the fiscal year:~~

~~risk-free~~MANDATE ~~interest~~OF ~~rate~~THE ofBOARD ~~3.27%;~~OF DIRECTORS

~~expected~~The ~~life~~Board of 8Directors ~~years;~~adopted a Board of Directors’ Charter in order to identify the specific responsibilities of the Board of Directors which are as follows.

~~expected~~I. Mandate ~~volatility of 33%;~~

~~expected~~The ~~quarterly~~Board ~~dividend~~of Directors oversees the Company's management of ~~CA$0~~its commercial activities and internal affairs with a view to increasing the long-term return on shareholder equity.~~038~~ ~~per~~The ~~share~~Board makes major policy decisions and reviews the performance and efficiency of the management team entrusted with the responsibility for administering the Company's day-to-day business.

~~The~~In ~~weighted~~accordance ~~average~~with ~~fair~~the ~~value~~Companies ofAct ~~stock~~(Québec) ~~options~~and ~~granted since~~its By-Laws, the ~~beginning~~Board of ~~the~~Directors ~~fiscal~~may ~~year~~delegate iscertain ~~CA$6.90~~tasks ~~(CA$5.32~~and asresponsibilities to atboard ~~April~~committees. 26However, ~~2009).~~such ~~A description~~delegation ofdoes not remove the ~~Company~~board’s general ~~stock~~management ~~option~~responsibilities ~~plan is included in Note 19~~ of the ~~consolidated~~ ~~financial statements presented in the 2009 Annual Report~~Company.

~~Phantom~~II. Responsibilities ~~Stock Units~~

OnIn ~~May~~addition ~~1st,~~to ~~2009,~~making ~~the~~decisions ~~Company~~that ~~implemented~~fall awithin ~~Phantom Stock Unit (“PSU”) Plan allowing the Board of Directors, through~~ its ~~Human~~ ~~Resources and Corporate Governance Committee~~jurisdiction, toin ~~grant~~accordance ~~PSUs,~~with to the ~~officers and selected key employees of the Company (the “Participants”). A PSU is a notional unit~~law, ~~which value is based on~~ the ~~weighted~~main ~~average~~responsibilities ~~reported closing price for a board lot~~ of the ~~Company’s Class B subordinated voting share (the “Class B~~Board 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~~Directors 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 vest 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~~as ~~dilutive since~~follows: ~~they are solely payable in cash.~~

The PSU 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 PSUs that will ultimately be paidA. Strategic ~~The liability is adjusted periodically to~~planning: reflect any variation in the fair market value of the Class B shares. The Company did not grant any PSUs for the 12-week period ended April 25, 2010. For the 52-week period ended April 25, 2010, the Company granted a total of 194,277 PSUs while it cancelled 5,323 PSUs and the compensation costs for the 12 and 52-week periods ended April 25, 2010 amount to $0.2 and $0.8, respectively. As at April 25, 2010, 188,954 PSUs were outstanding and a $1.1 obligation related to the PSU Plan is recorded in deferred credit and other liabilities on the consolidated balance sheet.

To1. ~~manage~~Revising ~~current~~ and ~~forecasted~~approving ~~risks~~the ~~related~~Company’s tostrategic ~~changes~~plan ~~in the~~and ~~fair~~priorities ~~market~~while ~~value~~taking ofinto ~~the~~account ~~PSUs~~opportunities ~~granted~~and byrisks, the Company,’s ~~the~~financial ~~latter~~and ~~has~~tax ~~entered into~~strategy aand ~~financial~~its ~~arrangement~~business ~~with~~plan. an2. ~~investment~~Revising ~~grade~~and ~~financial~~discussing ~~institution.~~the ~~The financial~~Company’s ~~arrangement~~strategic ~~includes~~plan aand ~~total~~priorities ~~return~~during ~~swap with~~ an ~~underlying representing~~annual ~~189,072~~meeting ~~Class~~with Bsenior ~~shares~~management. ~~(the “Instrument”)~~3. ~~The~~Evaluating ~~Instrument~~the ~~is recorded~~Company’s atperformance ~~fair~~with ~~market~~respect ~~value~~to on the ~~consolidated~~strategic ~~balance~~plan ~~sheet~~and ~~under~~business ~~other assets.~~plan ~~The~~and, ~~financial~~in ~~arrangement~~particular, ~~will~~assessing bethe ~~adjusted~~Company’s asoperating ~~needed~~results tobased ~~reflect~~on ~~new awards,~~the ~~adjustments~~established ~~and/or settlements of PSUs~~objectives.

19B. Human resources:

~~NOTES~~4. TOEnsuring ~~CONSOLIDATED~~that ~~FINANCIAL~~the ~~STATEMENTS~~Chief ~~(in millions~~Executive Officer and other members of USsenior ~~dollars~~management create a culture of integrity throughout the Company. 5. Determining the size and structure of the Board of Directors and its committees based on the expertise, ~~except~~skills ~~per~~and ~~share~~personal qualities required of the members of the Board in order to ensure adequate decision making. 6. Approving and ~~stock~~submitting ~~option~~the ~~data~~list of candidates for the position of director, ~~unaudited)~~to be voted on by shareholders, as proposed by the Human Resources and Corporate Governance Committee.

The Company has documented and identified the Instrument as a cash flow hedge of the anticipated cash settlement transaction related to the granted PSUs. The Company has determined that the instrument is an effective hedge at the time of the establishment of the hedge and for the duration of the Instrument. The changes in the fair value of the instrument are initially recorded in consolidated other comprehensive income and subsequently reclassified to consolidated net earnings in the same period the recording of 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 income. As at April 25, 2010, the fair value of the Instrument was $0.9. -21-

8. EMPLOYEE FUTURE BENEFITS

7.	Ensuring effective planning regarding the succession of the Company’s senior managers, including their appointment and compensation.

8.	Ensuring that an annual performance evaluation is carried out for the Chief Executive Officer and other members of senior management, while taking into account the Board’s expectations and the objectives set by the Human Resources and Corporate Governance Committee.

~~For the 12 and 52-week periods ended April 25, 2010, the Company’s total net pension expense included in its consolidated statement of earnings amounts to $2~~C.7 Finance and ~~$8.3, respectively. For the corresponding 12 and~~internal ~~52-week~~control ~~periods~~procedures: ~~ended April 26, 2009, the expense is $2.1 and $6.4, respectively. The Company’s pension plans are described in Note 20 of the consolidated financial statements presented in the 2009 Annual Report.~~

9. ~~SEGMENTED~~Revising ~~INFORMATION~~the main risks associated with the Company’s activities, as identified by management, and ensuring that they are managed effectively. The main risks are revised during the quarterly meetings of the Audit Committee and the Board of Directors. 10. Ensuring the integrity of the quality of the Company’s internal control and management systems. 11. Adopting a communications policy that involves the full disclosure of all important matters related to the Company’s activities, in particular those dealing with how the Company interacts with analysts and the public. The communications policy must also outline measures to take to avoid the selective disclosure of information.

~~The Company operates convenience stores in the United States and in Canada~~D. 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 mainly fall into two categories Governance: ~~merchandise and services and motor fuel.~~

~~The~~12. ~~following~~Developing ~~table~~the ~~provides~~Company’s governance policies and practices and revising governance structures and procedures with respect to the ~~information~~governance standards in effect and in accordance with the best practices considered applicable in this instance. 13. Approving the appointment of the Lead Director based on the ~~principal revenue~~recommendation ~~classes~~of the Human Resources and Corporate Governance Committee. 14. Developing and approving the job descriptions for the Chairman of the Board and committee presidents as well as ~~geographic~~for ~~information:~~the Lead Director. 15. Adopting a written code of conduct and ethics that applies to the Company’s officers and employees and revising and modifying it where necessary. The Board of Directors is responsible for ensuring that the code is respected. The Board, or a Board committee, may grant dispensations to directors or senior management with regard to the code. 16. Implementing, in co-operation with the Lead Director, a procedure to follow for evaluating the effectiveness and contribution of the Board and its members as well as the Board committees and their members. 17. Assessing and approving the contents of important disclosure documents, namely the Annual Information Form, the Management Proxy Circular, as well as any document that the Company must disclose or file with the appropriate regulatory authorities. 18. Ensuring that the appropriate measures are implemented to promote communication with clients, employees, shareholders, investors and the public.

	12-week period			12-week period
	ended April 25, 2010			ended April 26, 2009
	United States	Canada	Total	United States	Canada	Total
	$	$	$	$	$	$
External customer
revenues (a)
Merchandise and services	924.7	434.0	1,358.7	880.9	335.4	1,216.3
Motor fuel	2,228.3	416.5	2,644.8	1,504.7	273.0	1,777.7
	3,153.0	850.5	4,003.5	2,385.6	608.4	2,994.0
Gross Profit
Merchandise and services	305.3	143.0	448.3	295.8	113.3	409.1
Motor fuel	115.3	25.2	140.5	85.8	22.6	108.4
	420.6	168.2	588.8	381.6	135.9	517.5
Property and equipment and goodwill (a)	1,877.9	529.1	2,407.0	1,729.0	433.0	2,162.0
	52-week period			52-week period
	ended April 25, 2010			ended April 26, 2009
	United States	Canada	Total	United States	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

POSITION DESCRIPTIONS

~~(a)~~The ~~Geographic~~Board ~~areas~~of ~~are~~Directors ~~determined~~has ~~according~~developed toCharters ~~where~~for the ~~Company~~Audit ~~generates~~and Human ~~operating~~Resources ~~income~~and ~~(where~~Corporate Governance committees of the ~~sale~~Board, ~~takes~~as ~~place)~~well ~~and~~as respective ~~according~~position todescriptions for the ~~location~~Chair of the ~~property~~Board, for the Lead Director, for the Committee chairs and ~~equipment~~for the President and ~~goodwill~~Chief Executive Officer to compliment the Board of Directors’ Charter.

~~10.~~ORIENTATION ~~SUBSEQUENT~~AND ~~EVENT~~CONTINUING EDUCATION

OnThe ~~June~~Company 2,has ~~2010,~~developed ~~the~~and ~~Company~~updates ~~commenced~~ a ~~tender~~director’s ~~offer~~guide tofor ~~acquire~~new ~~all~~members of the ~~outstanding~~Board ~~shares~~ of ~~common~~Directors ~~stock~~as ~~(including~~well ~~the~~as ~~associated~~for existing members. New ~~preferred~~members ~~stock~~of ~~purchase~~the ~~rights)~~Board of ~~Casey’s~~Directors ~~General~~receive ~~Stores~~training ~~Inc.~~in ~~for~~the ~~$36.00~~form ~~per~~of presentations ~~share,~~and ~~payable~~up-to-date indocumentation ~~cash.~~containing ~~The~~basic ~~transaction~~information ~~would~~on ~~have~~the aCompany ~~total~~and ~~enterprise~~its industry. ~~value~~Management makes presentations on various aspects of the Company’s ~~approximately~~business ~~$1,900~~to the Board of Directors on a ~~fully~~regular ~~diluted~~ basis,. ~~including~~The ~~Casey’s~~Board ~~net~~also ~~debt~~has ofput in ~~approximately~~place ~~$29~~a pre-determined budget for continuing education which process is overseen by the Lead Director.0.

~~11. COMPARATIVE FIGURES~~ -22-

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

20The Company has in place a written code of ethics and conduct for its officers and employees (the “Code”). The Code may be consulted the Company’s profile on SEDAR at www.sedar.com or the website www.couche-tard.com/corporate. The Human Resources and Corporate Governance Committee is responsible for the Code implementation within the Company. The Code is distributed and signed by each employee of the Company upon hire. The Code pertains namely to conflict of interest, the use of the Company’s assets, fair treatment of the clients, providers, competitors and other Company employees. In addition, the Code includes a communication policy whose objective is to ensure that disclosure to the investing public regarding the Company is made in a timely manner by the Company authorized representatives, in keeping with the facts, accurately and widely, in accordance with the applicable statutory and regulatory requirements. Pursuant to the Code, all employees of the Company shall report any activity which seems not to be in line with the Code or laws and regulations.

The Company has adopted a code of ethics and conduct for its board members which indicates namely that if a director who finds himself in a conflict of interest during any Board of Directors or Committee meeting must immediately declare their interest and refrain from participating in any discussion about the conflicting issue or from voting thereon.

NOMINATION OF DIRECTORS

The Board of Directors has delegated to the Human Resources and Corporate Governance Committee, the task of evaluating and recommending to the Board of Directors, together with the Chairman of the Board of Directors, new nominees for the position of Director. The Committee determines the skills, abilities and personal attributes required of new directors with a view to creating value for shareholders. The Board of Directors may propose candidates. Occasionally, the services of a recruiting firm may be retained. The potential candidates is interviewed by the Human Resources and Corporate Governance Committee, the Lead Director and the Chairman and, if needed, by the board members. Following this process, the Human Resources and Corporate Governance Committee will make its recommendations to the Board of Directors.

The Human Resources and Corporate Governance Committee is exclusively comprised of independent directors. The members are Messrs. Roger Longpré and Jean-Pierre Sauriol and Mrs. Mélanie Kau.

This Committee, together with the Lead Director and the Chairman of the Board of Directors, is responsible for the review and proposing policies and practices for the compensation of directors to ensure that compensation realistically reflects the responsibilities and risks involved in carrying out their mandate as directors, as well as means for encouraging directors to hold shares in the Company. The Committee takes into account, in particular, the work load and comparative figures on the compensation of board members of a group of comparable Canadian companies with North American operations. During the fiscal year 2008, in determining compensation for executive officers, the Committee reviewed a survey of compensation practices of a peer group of Canadian and U.S. companies in the retail and manufacturing (food) industries, to benchmark compensation against the median (50^th percentile) of the peer group. Following such review, the Committee recommended a Board compensation policy, which was approved by the Board.

COMPENSATION

The Human Resources and Corporate Governance Committee is established by the Board of Directors to assist the Board in fulfilling its responsibilities relating to matters of human resources and corporate governance, namely compensation, establishing succession plan and development of senior management. The Committee has the responsibility for evaluating and making recommendations to the Board regarding the compensation of the Company’s executives and the equity-based and incentive compensation plans, policies and programs of the Company. For more details refer to section “Executive Compensation” of this proxy circular.

-23-

OTHER BOARD COMMITTEES

Audit Committee

Information relating to the Audit Committee of the Company may be found under section “Audit Committee Disclosure” of the 2010 Annual Information Form, which is hereby incorporated by reference.

Executive Committee

The Executive Committee is comprised of Messrs. Alain Bouchard, Richard Fortin, Réal Plourde and Jacques D’Amours.

The Executive Committee has the authority to exercise, from time to time, all the powers of the Board of Directors, except the powers that may not be delegated to a committee pursuant to the laws governing the Company and subject to any restrictions imposed by the Board of Directors, within the limits of the mandates and responsibilities of other committees of the Board of Directors in accordance with current corporate governance guidelines. The Executive Committee must also advise the Board of all decisions of a strategic nature.

ASSESSMENTS

The Human Resources and Corporate Governance Committee examines on an annual basis, together with the Chairman of the Board and the Lead Director, the performance and contribution of directors nominated for re-election and ensures that they are still eligible pursuant to applicable laws. The Committee reviews the size of the Board on an annual basis and reports to the Board. In addition, the Lead Director meets with each director on a personal basis to assess the operation of the Board and committees, the participation of individual directors, the adequacy of information given to directors and communication between the Board and Management. Thereafter, the Lead Director reports to the Human Resources and Corporate Governance Committee.

* * * * *

-24-







	Security Class

	Holder Account Number

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Fold

Form of Proxy - Annual General Meeting to be held on August 31, 2010

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1.	Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2.	If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3.	This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4.	If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5.	The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6.	The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.	------- Fold

7.	This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8.	This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Eastern Time, on August 27, 2010.

Appointment of Proxyholder
I/We, being shareholder(s) of Alimentation Couche-Tard Inc. hereby appoint: Alain Bouchard, or failing him Richard Fortin, or failing him Réal Plourde,	OR	Print the name of the person you are appointing if this person is someone other than the Management Nominees

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of Alimentation Couche-Tard Inc. to be held at Hotel Sheraton, Salle des congrès, Laval Room 1, 2440 Autoroute des Laurentides, Ville de Laval, province of Québec, on Tuesday August 31, 2010 at 11:00 a.m., (local time) at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Withhold

1. Election of Directors Vote FOR or WITHHOLD for all nominees proposed by Management	£	£

	For	Withhold

2. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration	£	£

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Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.


Interim Financial Statements - Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.	£	Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.	£

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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