Alimentation Couche Tard DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ¨ Filed by a Party other than the Registrant x

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¨	Definitive Proxy Statement

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¨	Soliciting Material Pursuant to §240.14a-12

CASEY’S GENERAL STORES, INC.

(Name of Registrant as Specified in its Charter)

ACT ACQUISITION SUB, INC.

ALIMENTATION COUCHE-TARD INC.

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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(5)

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(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

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(4)

Date Filed:

The following are presentation materials of Alimentation Couche-Tard Inc.:

Alimentation Couche-Tard

Offer to Acquire Casey’s General Stores

September 2010

Important Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. A tender offer (the “Tender Offer”) to purchase (1) all issued and outstanding shares of

common stock, no par value, of Casey’s General Stores, Inc. (“Casey’s”), and (2) the associated rights to purchase shares of Series A Serial Preferred Stock, no par value, of Casey’s issued

pursuant to the Rights Agreement, dated as of April 16, 2010, between Casey’s and Computershare Trust Company, N.A., as Rights Agent, at a price of $38.50 per share, net to the seller in cash,

without interest and subject to any required withholding of taxes, is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other

related tender offer materials, together with any amendments and supplements thereto) that was filed by Alimentation Couche-Tard Inc. (“Couche-Tard”) and ACT Acquisition Sub, Inc. (“ACT

Acquisition Sub”) with the Securities and Exchange Commission (“SEC”) on June 2, 2010. These materials, as they may be amended from time to time, contain important information, including the

terms and conditions of the Tender Offer, that should be read carefully before any decision is made with respect to the Tender Offer. Investors and security holders of Casey’s can obtain free

copies of these documents and other documents filed with the SEC by Couche-Tard through the web site maintained by the SEC at http://www.sec.gov or by directing a request to the Corporate

Secretary of Alimentation Couche-Tard Inc., 4204 Industriel Blvd., Laval, Québec, Canada H7L 0E3. Free copies of any such documents can also be obtained by directing a request to Couche-

Tard’s information agent, Innisfree M&A Incorporated, at (877) 717-3930.

Couche-Tard and ACT Acquisition Sub filed a definitive proxy statement on Schedule 14A with the SEC on August 19, 2010 in connection with the solicitation of proxies for the 2010 annual meeting

of shareholders of Casey’s. The definitive proxy statement was mailed to the shareholders of Casey’s on or about August 19, 2010. Investors and security holders of Casey’s are urged to read the

definitive proxy statement and other documents filed with the SEC carefully in their entirety as they become available because they will contain important information. Investors and security holders

of Casey’s can obtain free copies of these documents and other documents filed with the SEC by Couche-Tard through the web site maintained by the SEC at http://www.sec.gov or by directing a

request to the Corporate Secretary of Alimentation Couche-Tard Inc., 4204 Industriel Blvd., Laval, Québec, Canada H7L 0E3. Free copies of any such documents can also be obtained by directing

a request to Couche-Tard’s information agent, Innisfree M&A Incorporated, at (877) 717-3930. Free copies of the definitive proxy statement and any additional proxy solicitation materials of

Couche-Tard and ACT Acquisition Sub can also be obtained through the web site maintained at http://www.ReadOurMaterials.com/Couche-Tard.

Certain Information Regarding Participants

Couche-Tard and ACT Acquisition Sub, its indirect wholly owned subsidiary, and certain of their respective directors and executive officers, and Couche-Tard’s nominees for election to the board of

directors of Casey’s at the 2010 annual meeting of shareholders of Casey’s, may be deemed to be participants in the proposed transaction under the rules of the SEC. As of the date of this

presentation, Couche-Tard is the beneficial owner of 362 shares of common stock of Casey’s (which includes 100 shares of common stock of Casey’s owned by ACT Acquisition Sub). Security

holders may obtain information regarding the names, affiliations and interests of Couche-Tard’s directors and executive officers in Couche-Tard’s Annual Report on Form 40-F for the fiscal year

ended April 25, 2010, which was filed with the SEC on July 19, 2010, and its proxy circular for the 2010 annual general meeting, which was furnished to the SEC on a Form 6-K on July 19, 2010.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of

their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement filed with the SEC on August 19, 2010.

Forward-looking Statements

The statements set forth in this communication, which describes Couche-Tard’s objectives, projections, estimates, expectations or forecasts, may constitute forward-looking statements. Positive or

negative verbs such as “plan”, “evaluate”, “estimate”, “believe” and other related expressions are used to identify such statements. Couche-Tard would like to point out that, by their very nature,

forward-looking statements involve risks and uncertainties such that its results, or the measures it adopts, could differ materially from those indicated or underlying these statements, or could have

an impact on the degree of realization of a particular projection. Major factors that may lead to a material difference between Couche-Tard’s actual results and the projections or expectations set

forth in the forward-looking statements include the possibility that Couche-Tard will not be able to complete the tender offer as expected; Couche-Tard’s ability to achieve the synergies and value

creation contemplated by the proposed transaction; Couche-Tard’s ability to promptly and effectively integrate the businesses of Casey’s; expected trends and projections with respect to particular

products, services, reportable segment and income and expense line items; the adequacy of Couche-Tard’s liquidity and capital resources and expectations regarding Couche-Tard’s financial

condition and liquidity as well as future cash flows and earnings; anticipated capital expenditures; the successful execution of growth strategies and the anticipated growth and expansion of

Couche-Tard’s business; Couche-Tard’s intent, beliefs or current expectations, primarily with respect to future operating performance; expectations regarding sales growth, gross margins, capital

expenditures and effective tax rates; expectations regarding the outcome of various pending legal proceedings; seasonality and natural disasters; and such other risks as described in detail from

time to time in the reports filed by Couche-Tard with securities authorities in Canada and the United States. Unless otherwise required by applicable securities laws, Couche-Tard disclaims any

intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this communication

is based on information available as of the date of the communication.

Table of contents

Overview of Couche-Tard’s offer

Couche-Tard is offering compelling value for Casey’s

Casey’s Board must be replaced

Responses to Casey’s misinformation campaign

Appendix

Overview of Couche-Tard’s offer

Alimentation Couche-Tard means “late night snack”

•

Largest independent convenience store operator in North

America by company-operated stores

•

#1 Canadian convenience store operator

•

Enterprise value of $4.8 billion and market cap of $4.3 billion as of

September 1, 2010

•

Alain Bouchard, President and CEO, started the chain in 1980

with a single store

•

Strong network of 5,869 convenience stores in U.S. and Canada

•

Highly decentralized operations with fewer than 20 people at

corporate headquarters

•

Management owns approximately 22% of the company

•

Longstanding history of successful acquisitions

•

Bought Circle K from ConocoPhillips

•

Great opportunity for suppliers and employees of acquired

companies –

COO Brian Hannasch of Iowa was formerly at

Bigfoot Food Stores

Total stores

FY2010 Sales

78%

Canada

22%

5,869 stores

$16.4 billion

65%

Canada

35%

Couche-Tard is committed to acquiring Casey’s

Compelling offer

for Casey’s

shareholders

•

Compelling offer: $38.50 cash per Casey’s share

•

53% of Casey’s shareholders tendered at $38.00 per share in Casey’s self-tender

•

17% premium to all-time and 52-week high prior to our announcement on April 8, 2010

•

Since we approached Casey’s in October 2009, Casey’s has not presented any

alternative that provides value greater than Couche-Tard's offer

•

No other firm offer

to buy Casey’s has appeared

•

High multiple relative to precedent transactions

Couche-Tard has

nominated eight

independent

nominees

•

Committed to acting in the best interests of Casey’s shareholders

•

Highly qualified nominees will bring independent oversight accountability

•

No historical entrenchment

Casey’s Board

and management

do not represent

Casey’s

shareholders’

best interests

•

Refuses to meet or negotiate with Couche-Tard

•

Forced Couche-Tard to go public with its offer

•

Implemented

shareholder

rights

plan

(“Poison

Pill”)

prevent

Couche-Tard

from

closing on its offer

•

Financed

stock

buy-back

with

highly

unusual

financing

containing

poison

put

mechanism

–

Transfers ~$100MM ($2.65 / share) to noteholders

–

Coerces shareholders not to exercise their right to sell Casey’s or replace Casey’s

Board

•

Enhanced management golden parachutes

Couche-Tard is committed to acquiring Casey’s

(cont’d)

Couche-Tard has

listened to

Casey’s

shareholders

•

Raised its offer above the price at which a majority of Casey’s shareholders were

willing to sell their shares

•

Secured acquisition financing

Couche-Tard is

committed to a

transaction

•

Full support of Couche-Tard’s Board and majority ownership group

•

Management visited over 300 Casey’s stores

•

Secured financing from major financial institutions

•

Engaged Credit Suisse, Dewey & LeBoeuf, Innisfree, Joele

Frank and Nyemaster

Goode, among other advisors

Couche-Tard has secured financing and has

ample liquidity to fund the all-cash transaction

Couche-Tard has secured favorable financing with attractive terms sufficient to

fund the entire cash consideration

•

Up to $1.5 billion 4-year unsecured term loan facility, which complements existing,

unused revolver capacity of $760 million

•

Consortium of Canadian and international financial institutions led by:

The Bank of Nova Scotia

HSBC Bank Canada

Caisse

de dépôt

et placement du Québec

Rabobank

Nederland, Canadian Branch

•

With the new $1.5 billion term loan facility, existing cash and borrowing capacity under

its

existing

credit

facility,

Couche-Tard

has

ample

liquidity

fund

the

all-cash

transaction

($ in millions)

Unused revolver capacity

$760

Term loan facility

1,500

Cash on hand as of 6/20/2010

221

Total liquidity

$2,481

Chronology

•

October

2009

–

Alain

Bouchard

contacted

Robert

Myers

about

possible

business

combination

only

turned down without a discussion

•

November 13, 2009 –

Mr. Bouchard contacted Mr. Myers again to reiterate Couche-Tard’s interest and was

asked to submit any proposal in writing

•

March 9, 2010 –

Mr. Bouchard sent a letter to Mr. Myers setting forth a proposal to acquire 100% of the

outstanding

Casey’s

price

$36.00

per

which

was

rejected

without

discussion

•

March 30, 2010 –

Mr. Bouchard sent a letter to Mr. Myers requesting that Casey’s Board reconsider the proposal

and

enter

into

negotiations,

which

was

again

turned

down

without

discussion

•

April 9, 2010 –

Couche-Tard publicly disclosed its offer of $36.00 per Casey’s share

•

April 9 2010 –

Couche-Tard sold its position in Casey's in a series of open market sales at a weighted average

price

$38.43

per

share,

consistent

with

its

then

current

view

that

Casey’s

value

was

$36.00

per

•

April 16, 2010 –

Casey’s installed a Poison Pill

to entrench Casey’s Board and management and enhanced its

golden parachutes

•

June

2, 2010 –

Couche-Tard commenced

a tender offer for Casey’s

$36.00 per share

•

June

7, 2010 –

Couche-Tard nominated a slate of independent directors to Casey's Board

•

July 22, 2010 –

Couche-Tard increased its offer to $36.75 per Casey’s share

•

July 28, 2010 –

Casey’s announced a recapitalization plan to purchase up to approximately 25% of Casey’s

common stock at a price of $38 to $40 per share

•

August

10,

2010

–

finance

its

leveraged

recapitalization,

Casey’s

announced

off-market

debt

financing

with a “poison put”

mechanism designed to impede any takeover attempt and coerce shareholders not to vote

against Casey’s incumbent Board

•

August

26,

2010

–

Casey’s

announced

the

results

its

self-tender;

26.8

million

majority

the

then

outstanding shares of Casey’s) were tendered at the minimum purchase price of $38.00 per share

•

September 1, 2010 –

Couche-Tard increased its offer for Casey’s to $38.50 per share and announced that

it has secured financing

•

September 23, 2010 –

Casey’s annual meeting of shareholders

Couche-Tard is offering compelling value for

Casey’s

Casey’s shareholders have spoken on value

•

Casey’s tender offer for up to approximately 25% of its own stock at $38.00 to

$40.00 per share expired on August 25, 2010

–

26.8 million shares –

~53% of the then outstanding shares of Casey’s were

tendered at the minimum purchase price of $38.00 per share

–

Strong indication of value –

actual holders’

sale price

•

Now, Couche-Tard is offering $38.50 to Casey’s shareholders

–

Couche-Tard's increased all-cash offer of $38.50 per share of Casey's is $0.50

per share higher than Casey’s self-tender

•

Why won’t Casey’s Board let its shareholders accept our offer? A majority of

Casey’s shareholders were sellers at this price

•

Couche-Tard has been listening to Casey’s shareholders, and now it is time

for Casey’s Board to do the same

The results of Casey’s self-tender demonstrates that our $38.50 all-cash

offer to acquire 100% of Casey’s is compelling

1983

1986

1989

1992

1995

1998

2001

2004

2007

2010

$0.00

$12.83

$25.67

$38.50

Casey’s stock price performance since IPO

Couche-Tard’s cash offer of $38.50 per share

Source:

FactSet

Research Systems.

Casey’s 52-week and all-time high price of $32.83 per share

+17% premium

Prior to Couche-Tard’s offer, Casey’s shares have never traded above $32.83 per share

Casey’s is fully valued by Couche-Tard’s offer

•

Prior to Couche-Tard’s offer, Casey’s was covered by eight analysts, who had a mean target price of

$33.74 per share

–

Casey’s is a well-run business, whose value was recognized by the market prior to our initial offer

–

The market understood Casey’s value and prospects and anticipated a good first quarter

•

Our premium all-cash offer recognizes Casey’s full value

–

7.5x EV / LTM EBITDA is above the average multiple of 6.3x for precedent C-store transactions

–

$1.3 million EV per store is above the average multiple of $662 thousand for precedent C-store

transactions

–

32% premium over the one-year average closing share price of $29.14 (prior to April 8, 2010)

–

26% premium over the 90-calendar day average closing share price of $30.68 (prior to April 8,

2010)

–

22%

premium

over

the

unaffected

closing

price

$31.59

April

2010

–

17%

premium

the

all-time

and

52-week

high

trading

price

$32.83

(prior

April

2010)

•

Volatile gasoline margins are currently at their peak

–

Couche-Tard is paying a high multiple on peak gasoline earnings, despite gasoline margin volatility

•

Our offer fully values Casey’s owned real estate

–

Minimal intrinsic real estate value (small, rural and limited alternative uses and very little available

for sale-leaseback)

•

Few synergies with Couche-Tard

–

Limited operations overlap

–

Casey’s is not a turn-around story; currently a well operated business

Couche-Tard is paying a high multiple on peak

gasoline earnings, despite gasoline margin volatility

•

Gasoline retail sales constitute 68.5% of Casey’s FY2010 sales and 22.5% of Casey’s FY2010 gross

profit

•

Recent

industry

retail

gasoline

margins

are

unsustainably

high

and

have

benefited

from:

–

A slow and steady decline in underlying crude prices from their peak of $145 in July 2008 to $72

currently

–

Retail prices are sticky and do not decline immediately even when crude prices decline. Accordingly,

recent retail margins have been inflated

–

Hurricane activity in the Gulf during recent years has led to actual supply disruptions, which resulted

in spikes in retail margins

•

Demand for finished motor gasoline has declined over the past five years

–

Across the U.S., 275.5 million monthly barrels were supplied as of June 2010, compared to 281.2

million monthly barrels during the prior five years

–

This

trend

pronounced

the

Midwest,

where

78.8

million

monthly

barrels

were

supplied

of June 2010, compared to 82.9 million monthly barrels during the prior five years

11.31¢

9.32¢

11.00¢

10.20¢

10.78¢

11.47¢

10.40¢

13.90¢

12.87¢

13.90¢

FY2001

FY2002

FY2003

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

Source :

Casey's public filings.

Casey’s gasoline margin per gallon

7.5x

5.1x

7.9x

5.1x

5.5x

8.6x

5.4x

5.8x

6.1x

6.6x

Susser /

Town &

Country

Wellspring

Capital /

Susser

Green Valley

Acquisition /

Uni-Mart

Couche-Tard /

Circle K

The Pantry /

Golden Gallon

(Ahold)

Sunoco /

Speedway

SuperAmerica

Uni-mart /

Orloski Services

Station

Tosco /

Exxon

Apollo /

Clark

USA

Tosco /

Circle K

Enterprise Value / LTM EBITDA

Implied transaction multiple: 7.5x

Average

6.3x

Source:

Public filings, press releases and research reports.

Announce date:

09/07/07

12/25/05

07/04/04

10/03/03

08/03/03

02/03/03

04/21/00

12/01/99

05/01/99

02/01/96

EV ($MM)

$361

$277

$90

$830

$187

$140

$41

$860

$230

$921

LTM EBITDA

$49

$54

$11

$163

$31

$25

$160

$35

$159

($MM)

Couche-Tard’s offer is at a premium multiple to

precedent C-store transactions

Excluded transaction

•

Excludes

squeeze-out

7-Eleven

its

Japanese

parent

IYG

Holding

in 2005

–

Not comparable as the purchase price included very valuable 7-Eleven licenses

–

7-Eleven has a different model due to its high number of franchised stores

$868

$315

$499

$1,355

$725

$494

$342

$400

$958

Wellspring

Capital / Susser

Green Valley

Acquisition / Uni-

Mart

Couche-Tard /

Circle K

The Pantry /

Golden Gallon

(Ahold)

Sunoco /

Speedway

SuperAmerica

Uni-mart /

Orloski Services

Station

Tosco / Exxon

Mobil

Apollo /

Clark USA

Tosco /

Circle K

Implied Couche-Tard transaction multiple:

$1.3 million per store

Average: $662

Source:

Public

filings,

press

releases

and

research

reports.

Note:

Store count includes all stores regardless of owned vs. leased and operated vs. dealer.

Enterprise Value

/ Store

($ thousands)

Announce date

12/25/05

07/04/04

10/03/03

08/03/03

02/03/03

04/21/00

12/01/99

05/01/99

02/01/96

EV ($MM)

$277

$90

$830

$187

$140

$41

$860

$230

$921

No. of Stores

319

285

1,663

138

193

1,740

672

2,300

Couche-Tard’s offer is at a premium multiple to

precedent C-store transactions (cont’d)

•

Excludes purchase price multiple of the squeeze-out of 7-Eleven by its Japanese parent IYG Holding in 2005

–

Not comparable as the purchase price included very valuable 7-Eleven licenses, plus 7-Eleven has a different model due to its

high number of franchised stores

•

Susser / Town & Country EV/store multiple excluded from average as Town & Country stores generated significantly higher volume

and profitability and therefore are not comparable to Casey's

Excluded transaction

Couche-Tard’s offer is at a premium to other all-

cash unsolicited offers since 1997

Premium of final offer to 52-week high

Premium of final offer to all-time high

Some unsolicited offers are opportunistic, Couche-Tard’s offer is not

(69%)

(41%)

(25%)

(21%)

(18%)

(16%)

(14%)

(10%)

(8%)

(6%)

(5%)

(4%)

(3%)

(2%)

(1%)

11%

13%

14%

17%

18%

19%

20%

22%

39%

Blockbuster / Circuit City Stores*

Vishay / International Rectifier*

Pharma

Services / Quintiles Transnational

AlliedSignal / AMP*

Koninklijke

Philips Electronic / VLSI Technology

Chesapeake / Shorewood Packaging*

NiSource / Columbia Energy Group

Nationwide Mutual Insurance / Allied Group

VA Partners / Acxiom*

Jerry Moyes

/ Swift Transportation

Highfields

Capital Mgmt / Circuit City Stores*

Cenveo

/ Banta*

Bristol-Myers Squibb / Imclone

Systems*

ArvinMeritor / Dana*

Investment Group / Aramark

Cadence Design Systems / Mentor Graphics*

Shell Oil / Barrett Resources*

BASF / Engelhard

Constellation Brands / Robert Mondavi

Astellas

Pharma

/ OSI Pharmaceuticals

Air Products and Chemicals / Airgas

Footlocker / Genesco*

Oracle / Bea*

Montana Public Power / NorthWestern*

Shorewood Packaging / Chesapeake*

King Pharmaceuticals / Alpharma

Electronic Arts / Take-Two Interactive Software*

Pilgrim's Pride / Gold Kist

Simon Property Group / Taubman

Centers*

International Specialty Prods / Dexter*

Investor Group / Harrah's Entertainment

Omnicare / NeighborCare

Investor Group / Taubman

Centers*

Weyerhaeuser / Willamette Industries

Elliott Associates / Novell*

Computer Assoc Intl / Computer Sciences*

Couche-Tard / Casey's

Oracle / PeopleSoft

Inbev

/ Anueuser-Busch

Astellas

Pharma

/ CV Therapeutics*

Unilever / Bestfoods

Roche Holding / Ventana

Medical Systems

(94%)

(92%)

(88%)

(84%)

(83%)

(79%)

(73%)

(71%)

(67%)

(66%)

(64%)

(49%)

(47%)

(46%)

(45%)

(42%)

(38%)

(35%)

(32%)

(24%)

(16%)

(15%)

(12%)

(10%)

(7%)

(5%)

(3%)

(2%)

(1%)

11%

17%

Blockbuster / Circuit City*

Elliot Associates / Novell*

Oracle / Bea*

Highfields

Capital Mgmt / Circuit City Stores*

Pharma

Services / Quintiles Transnational

Astellas

Pharma

/ CV Therapeutics*

Oracle / PeopleSoft

ArvinMeritor / Dana*

Vishay / International Rectifier*

AlliedSignal / AMP*

Cadence Design Systems / Mentor Graphics*

Bristol-Myers Squibb / Imclone

Systems*

King Pharmaceuticals / Alpharma

Shorewood Packaging / Chesapeake*

Koninklijke

Philips Electronic / VLSI Technology

VA Partners / Acxiom*

Chesapeake / Shorewood Packaging*

Astellas

Pharma

/ OSI Pharmaceuticals

Unilever / Bestfoods

Electronic Arts / Take-Two Interactive Software*

Weyerhaeuser / Willamette Industries

Jerry Moyes

/ Swift Transportation

Inbev

/ Anheuser-Busch Companies

BASF / Engelhard

NiSource / Columbia Energy Group

Pilgrim's Pride / Gold Kist

Nationwide Mutual Insurance / Allied Group

International Specialty Prods / Dexter*

Cenveo

/ Banta*

Investment Group / Aramark

Air Products and Chemicals / Airgas

Shell Oil / Barrett Resources*

Constellation Brands / Robert Mondavi

Foot Locker / Genesco*

Montana Public Power / NorthWestern*

Roche Holding / Ventana

Medical Systems

Computer Assoc Intl / Computer Sciences*

Simon Property Group / Taubman

Centers*

Investor Group / Harrah's Entertainment

Omnicare / NeighborCare

Investor Group / Taubman

Centers*

Couche-Tard / Casey's

Mean: (32.7%)

Mean: (0.4%)

Source:

Securities Data Corporation.

Note:

Includes all-cash unsolicited offers over $1 billion since 1997.

* Denotes withdrawn transactions.

Casey’s stock price would have declined if not for

Couche-Tard’s offer

Since Couche-Tard's public announcement on April 8th…

•

The

hoped

for

“summer

recovery”

didn’t

materialize

and

fear

that

the

economy

is heading into a severe double dip recession has increased

•

Major market indices have declined

–

S&P

500

has

declined

and

the

DJIA

down

–

Approximately

77%

company

stock

prices

listed

the

NYSE

are

down

•

The economy is slowing; second-quarter GDP growth was revised downward to

1.6% from 2.4%, compared to 3.7% in the first quarter

•

Concern

that

European

debt

crisis

will

adversely

affect

the

U.S.

economy

•

High unemployment rate continues

–

9.6% in August 2010

•

Consumer

spending

remains

weak

consumers

remain

nervous

about

jobs

and

the state of the economy

Casey’s is correlated to the S&P 500 Retail Index

•

Casey’s doesn’t correlate perfectly to any index

•

The S&P Retail Index

(1)

is a capitalization-weighted index of 29 domestic equities in

the retail sector, traded on the New York Stock Exchange, American Stock Exchange

and NASDAQ

•

Casey’s stock trading is more correlated to the S&P Retail Index than it is to any

other C-store company

Source:

FactSet

Research

Systems.

Note:

Correlation for periods ending April 8, 2010.

(1)

Includes AZO, BBBY, BBY, BIG, COST, CVS, DDS, DG, FDO, GPS, HD, JCP, JWN, KR, KSS, LOW, LTD, ODP, RSH, S, SHW, SPLS, SWY, TGT, TIF,

TJX, WAG, WINN and WMT. See Appendix for details.

Statistical correlation (R

10 year

5 year

3 year

2 year

1 year

S&P Retail Index

18.4%

26.7%

31.1%

31.3%

28.5%

S&P 500

25.6%

30.6%

35.4%

34.4%

30.2%

Couche-Tard

1.1%

1.8%

2.3%

1.9%

2.2%

Pantry

7.8%

18.1%

21.2%

24.0%

17.9%

Susser

15.3%

18.3%

10.7%

) with Casey's

Casey’s is correlated to the S&P 500 Retail Index

(cont’d)

Note:

As of September 1, 2010.

(1)

Includes AZO, BBBY, BBY, BIG, COST, CVS, DDS, DG, FDO, GPS, HD, JCP, JWN, KR, KSS, LOW, LTD, ODP, RSH, S, SHW, SPLS, SWY, TGT, TIF, TJX, WAG, WINN and

WMT. See Appendix for details.

April 8,

2010

September 1,

2010

466

412

$31.59

$27.89

Casey's Share

Price on April 8,

2010

Implied Casey's Share

Price based on the S&P

500 Retail Index

$38.50

Couche-Tard's

all-cash offer

S&P

Retail Index

(1)

Casey’s Implied Share Price

Casey’s share price would have decreased based

on major market indices

Source:

Factset

Research Systems.

(1)

Implied Casey’s share price based on relative change in price vs. pre-announcement price of $31.59.

•

Recent C-store sector stock market performance has been affected by Couche-Tard’s offer

–

Not a good indication of Casey’s unaffected stock price

–

C-store peers are trading at a premium due to takeover rumors spurred by Couche-Tard’s offer

–

Casey’s

stock

trading

correlated

the

S&P

Retail

Index

than

any

other

C-store

company

•

Absent Couche-Tard’s offer, Casey’s stock would have traded down with other market indices

“The stock [The Pantry] has potential upside, partly because it could

be an attractive target for an acquirer in an industry that is likely to

see lots of deals over the coming years”

Barron’s

21 June, 2010

“It's one of the retail sectors that hasn't consolidated, relative

to others that we cover”

William Blair & Co.

21 June, 2010

“With the recent interest in Casey's General Stores, shares in The

Pantry may be the next best thing.”

Investopedia

22 June, 2010

“It's one of the retail sectors that hasn't consolidated, relative

to others that we cover”

William Blair & Co.

21 June, 2010

“We acknowledge Casey’s stock will likely drop once the

tender offer is complete and if the Couche-Tard offer is

withdrawn”

BMO Capital Markets

20 August, 2010

$38.50 offer

Implied Casey's

as a% premium

Index

4/8/10

9/1/10

% change

share price

(1)

to implied price

S&P 500

1,186

1,080

(8.9%)

28.76

33.8%

S&P Retail Index

466

412

(11.7%)

27.89

38.1%

S&P Small Cap 600

371

334

(9.8%)

28.50

35.1%

Dow Jones Industrial Average

10,927

10,269

(6.0%)

29.69

29.7%

Russell 3000

3,101

2,839

(8.5%)

28.92

33.1%

NYSE Composite

7,565

6,911

(8.6%)

28.86

33.4%

Casey’s equity research price targets

•

Couche-Tard’s all cash offer is a 26% premium to the average present value of Casey’s equity

research analyst price targets prior to making our offer public

•

Subsequent to Couche-Tard’s offer, Casey’s equity research price targets increased

•

Couche-Tard’s

all

cash

offer

$38.50

above

the

average

present

value

Casey’s

equity

research analyst price targets of $37.43

•

The revised target prices are based on assumptions that are inconsistent with observable data

and widespread market views of the C-store industry

•

Constant P/E multiple post Casey’s leveraged recapitalization

•

Unusually high and unsustainable gasoline margins going forward

•

Equity research also cite many factors that may affect their target price including:

•

Gasoline margin volatility

•

Month-to-month volatility in merchandise comp sales

•

Lack of specific guidance on EPS

Source: Bloomberg.

(1) Price targets discounted back from 18 months after report day to 9/1/10 at a discount rate of 10%.

Prior to 4/8/2010

After 4/8/2010

Present

$38.50 offer as

Present

$38.50 offer as

value

a % premium /

value

a % premium /

Report

Target

of target

(discount) to

Report

Target

of target

(discount) to

Firm

date

price

(1)

implied price

date

price

(1)

implied price

BMO Capital Markets

4/6/2010

$30.00

$27.02

42.5%

8/23/2010

$39.00

$33.87

13.7%

BAML

3/18/2010

33.00

29.87

28.9%

6/15/2010

39.00

34.50

11.6%

Feltl

& Company

3/12/2010

29.70

26.92

43.0%

7/28/2010

46.00

40.22

(4.3%)

Sidoti

& Company

3/12/2010

40.00

36.26

6.2%

8/31/2010

50.00

43.36

(11.2%)

RBC

3/10/2010

36.00

32.65

17.9%

8/17/2010

44.00

38.27

0.6%

Northcoast

Research

7/13/2010

42.00

36.87

4.4%

Morgan Keegan

8/17/2010

44.00

38.27

0.6%

Miller Tabak

7/30/2010

39.00

34.08

13.0%

Average

$33.74

$30.54

26.0%

$42.44

$37.43

2.9%

Median

33.00

29.87

28.9%

42.00

37.57

2.5%

Casey’s leveraged recapitalization does not

increase value for its shareholders

•

Empirical evidence and academic studies contradict the fallacy that EPS

accretion from stock buy backs leads to increased stock prices

Rappaport. Ten Ways to Create Shareholder Value. 2006. Harvard Business Review

Oded

& Michel. Stock Repurchase and the EPS Enhancement Fallacy. 2008. Financial Analyst Journal

Source:

Bloomberg.

Note:

All P/E ratios are based on forward looking earnings estimates.

Across the market, in the C-store industry and for Casey’s, P/E ratios have fluctuated

significantly over time, showing that P/E ratios are volatile

P/E ratios are volatile

2006

2007

2008

2009

2010

2006

2007

2008

2009

2010

2006

2007

2008

2009

2010

Historical P/E ratios

Average: 13.4

Standard deviation: 1.4

Average: 15.9

Standard deviation: 2.1

Average: 15.1

Standard deviation: 1.6

In almost half of the cases, the P/E ratios of companies that have announced a share

repurchase have decreased in the year following the announcement

In almost half of all share repurchases

announced, P/E ratios have decreased

Performance of P/E ratios of companies that have announced a share repurchase, adjusted for market

movements over the year following the announcement

100

125

150

175

25%

50%

75%

100%

percentile

Median

Announcement

+365 days

Source: Bloomberg.

Note: Based on all share repurchase announcements. P/E ratios calculated as share price divided by forward looking EPS. Share price appreciation calculated as excess returns to the

S&P 500 on a beta adjusted basis.

Over the last three and five years, EPS growth has been a very limited driver of total share

price returns, explaining between 0% and 2% of all S&P 1500 company returns

Source:

Bloomberg.

Note:

Sample

includes

non-financial

S&P

1500

firms.

Total

returns

calculated

price

appreciation

over

the

last

three

and

five

years

with

dividends

reinvested

respectively.

Very weak relationship between EPS growth and TSR

EPS profile is only one factor in TSR

-40%

-30%

-20%

-10%

10%

20%

30%

40%

-300%

-150%

150%

300%

EPS growth

-40%

-30%

-20%

-10%

10%

20%

30%

40%

-300%

-150%

150%

300%

EPS growth

What about over the last 5 years?

How much has EPS growth explained total returns over the last 3 years?

Casey’s Board must be replaced

Casey’s Board seems to be more interested in

preserving their jobs than serving shareholders’

best interests

Refuse to engage

in dialogue

Entrenched

Board and

management

Leveraged

recapitalization

•

Casey’s has rejected

all of Couche-Tard’s offers

•

Casey’s continues to refuse to meet or negotiate with Couche-Tard

•

Casey’s executives have been granted lucrative golden parachutes

•

Adopted

Poison

Pill

and

commenced

costly

and

meritless

litigation

against Couche-Tard (they have dropped most claims)

•

Installed

coercive

financing

with

very

costly

“poison

put”

mechanism

designed to impede any takeover attempt by any party

•

Casey’s

Board

and

management

only

own

0.3%

Casey’s

–

their

financial interest is in their jobs and is not aligned with shareholders’

interest

•

One of several last ditch attempts to distract shareholders from

Couche-Tard’s all-cash premium offer for the entire company

•

A calculated move to financially engineer a temporary increase in Casey’s

stock price

•

Fails to increase fundamental value for all Casey’s shareholders

Casey’s coercive, entrenching financing

demonstrates that Casey’s Board must be replaced

Casey’s leveraged recapitalization is a pretext for installing a coercive financing

arrangement

with

very

costly

“poison

put”

mechanism

designed

impede

ANY

takeover attempt by ANY party

•

Casey’s executed an off-market debt financing with a financing arrangement which includes a

“poison put”

mechanism designed to impede any takeover attempt

•

Coerces shareholders not to vote against Casey’s incumbent Board

•

Payable in the event, among other things:

–

Casey's shareholders decide to replace a majority of Casey’s Board

–

Couche-Tard

any

other

party

acquires

35%

the

outstanding

shares of

Casey’s

•

One voting advisory service has stated that “linking a payment of this size to a change-in-

control

trigger

highly

unusual

and

designed

entrench

Casey’s

Board

and

management

the

expense

Casey’s

shareholders”

–

In poison puts installed by other companies, these change in control provisions had some

“cure”

available even if a dissident or hostile bidder triggered the poison put; however,

Casey’s poison put does not have a “cure”

–

Casey’s poison put was adopted in the context of an active hostile tender offer, making the

entrenchment power of the poison put a central issue for shareholders

–

Effectively attempts to take the decision regarding the future of Casey’s away from Casey’s

shareholders

If the buyback is such a great idea, why didn’t Casey’s do it before Couche-Tard’s offer?

Casey’s Board is misinforming shareholders

about the true cost of its coercive financing

•

If enforceable, Casey’s “poison put”

mechanism transfers substantial value from

Casey’s shareholders to Casey’s noteholders

–

Makes it approximately $100 million more expensive to acquire Casey’s

(based on current treasury rates)

–

Equates to ~$2.65 per share (after giving effect to Casey’s recapitalization)

–

18% premium to Casey’s noteholders, which represents ~ 7% of Casey’s

current equity value (pro forma for the self tender) based on current stock

prices

–

Total annualized return to noteholders

of 58% if put at 12/31/10 based on

current treasury rates

–

Detracts from the value that may be received by Casey’s shareholders

–

Deters any acquisition, not just by Couche-Tard

Interest

rate

4.3%

(LIBOR+300

bps)

(1)

May be prepaid at any time without penalty

Pro forma leverage: 3.1x total debt / LTM

EBITDA

–

Couche-Tard is rated BB+

Couche-Tard obtained favorable financing while

Casey’s financing is off-market

5.22% interest rate

Costly

and

unusual

“poison

put”

mechanism

designed to impede any takeover attempt by any

party

Pro forma leverage: 2.5x total debt / LTM

EBITDA

–

Casey’s is not publicly rated

Casey’s financing

Couche-Tard’s financing

(1)

Includes a 4-year LIBOR Swap Spread (i.e. to convert floating rate to fixed rate, so comparable to Casey’s financing) of 1.3% as of 9/1/2010 per Bloomberg.

•

Couche-Tard’s financing proves that Casey's could have financed its self-tender

much more cost effectively and avoided the coercive and expensive "poison put"

it gave to its new lenders

–

Typically, debt financing used by companies like Casey's has a maximum

change of control premium in the 1% to 3% range

–

Multiple forms of cheaper debt financing were available to Casey’s to fund its

self-tender

Selected retail financings

•

Casey's new $569 million notes do not have publicly available ratings

•

Assuming a credit rating of BBB or strong BB (low investment grade or strong high yield),

Casey's new notes issue appears to be off-market

•

Relative to investment grade notes issues, the yield is almost 100 bps wide to the two new notes

issues of 2010

•

Compared to strong HY issues, Casey's notes maintain only a slight pricing advantage

•

We would have expected the "poison put" feature to drive substantially improved pricing

given the "windfall" opportunity to investors

•

enforceable,

the

"poison

put"

gives

noteholders

total

annualized

return

58%

put

12/31/10 based on current treasury rates

Casey’s new notes issue appears to be “off-market”

Note:

Includes 2010 issuance of strong BB and BBB area issuers.

Selected retail debt offerings

USD

Current

Date

Issuer

Coupon

Maturity

Proceeds

Yield

High

Yield

(Strong

area)

5/18/2010

J. C. Penney

5.650%

6/1/2020

398.9

5.650%

4/26/2010

Advance Auto Parts

5.750%

5/1/2020

298.8

5.750%

Average

5.700%

Investment

Grade

(BBB

area)

8/24/2010

Yum Brands, Inc.

3.875%

1/1/2020

$350.0

4.060%

4/20/2010

Nordstrom, Inc.

4.750%

5/1/2020

500.0

4.110%

Average

4.085%

8/10/2020

Casey's

5.220%

8/9/2020

$569.0

Responses to Casey’s misinformation

campaign

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer

Casey’s claims that Couche-Tard’s offer substantially undervalues Casey’s and

represents a low premium relative to precedent transactions

Our offer is at a premium multiple and provides a unique opportunity for Casey’s

shareholders to realize full and immediate value

–

7.5x EV / FY2010 EBITDA is above the average multiple of 6.3x for precedent

C-store transactions

–

$1.3 million EV per store is above the average multiple of $662 thousand for

precedent C-store transactions

–

32% premium to Casey’s pre-announcement 1-year average share price

–

22% premium to Casey’s pre-announcement share price

–

17%

premium

pre-announcement

all-time

and

52-week

high

price

–

Prior to Couche-Tard’s offer, Casey’s shares have never traded above $32.83

per share

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer (cont’d)

Casey’s states in their presentations that they “expect the favorable gasoline environment to continue”

–

Why? They don’t say…

Number

gasoline

outlets

and

“hoses”

has

held

steady

grown

–

Particularly true in the Midwest, where readily available and inexpensive land results in low barriers

to entry

Demand for finished motor gasoline has declined over the past five years

–

Across the U.S., 275.5 million monthly barrels were supplied as of June 2010, compared to 281.2

million monthly barrels during the prior five years

–

This

trend

pronounced

the

Midwest,

where

78.8

million

monthly

barrels

were

supplied

of June 2010, compared to 82.9 million monthly barrels during the prior five years

Recent industry retail gasoline margins are unsustainably high and have benefited from:

–

A slow and steady decline in underlying crude prices from their peak of $145 in July 2008 to $72

currently

–

Retail prices are sticky and do not decline immediately even when crude prices decline. Accordingly,

recent retail margins have been inflated

–

Hurricane activity in the Gulf during recent years has led to actual supply disruptions, which resulted

in spikes in retail margins

11.31¢

9.32¢

11.00¢

10.20¢

10.78¢

11.47¢

10.40¢

13.90¢

12.87¢

13.90¢

FY2001

FY2002

FY2003

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

Source :

Casey's public filings.

Casey’s gasoline margin per gallon

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer (cont’d)

Casey’s claims that Couche-Tard’s offer does not reflect recent sector performance

Casey’s is misinforming shareholders by comparing recent share price performance to that of

Couche-Tard, Susser and The Pantry

Casey’s is more correlated to the S&P Retail Index than it is to any other C-store company

Recent C-store sector performance has been affected by Couche-Tard’s offer

–

The Pantry and Susser are rumored to be takeover targets

–

Casey’s current stock price reflects Couche-Tard’s offer and not the unaffected stock price

Since Couche-Tard made public its offer to acquire Casey’s on April 8, 2010, the S&P 500

Index

and

S&P

Retail

Index

(1)

have

declined

and

12%,

respectively

–

Implied

price

for

Casey’s

$28.76

and

$27.89,

respectively

(2)

–

firmly

believe

that

absent

our

offer,

Casey’s

stock

price

would

have

traded

line

with

the

declining

trend

Prior to Couche-Tard’s offer, Casey’s shares have never traded above $32.83 per share

Note:

As of September 1, 2010.

(1)

The S&P Retail Index is a capitalization-weighted index of 29 domestic equities in the retail sector, traded on the New York Stock Exchange, American Stock Exchange and NASDAQ.

(2)

Implied Casey’s share price based on relative change in price vs. pre-announcement price of $31.59.

Source:

FactSet

Research Systems.

Note:

Correlation in periods ending April 8, 2010.

Statistical correlation (R²) with Casey's

10 year

5 year

3 year

2 year

1 year

S&P Retail Index

18.4%

26.7%

31.1%

31.3%

28.5%

S&P 500

25.6%

30.6%

35.4%

34.4%

30.2%

Couche-Tard

1.1%

1.8%

2.3%

1.9%

2.2%

Pantry

7.8%

18.1%

21.2%

24.0%

17.9%

Susser

15.3%

18.3%

10.7%

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer (cont’d)

Casey’s claims that Couche-Tard’s offer is opportunistic and intends to take

advantage of equity market volatility

Casey’s had since October of 2009 to seek alternatives

–

No other firm offer

to buy the company has appeared

Casey’s stock would have declined in line with the various indices, but for

Couche-Tard’s offer supporting it

Our

offer

the

most

attractive

strategic

alternative

available

Casey’s

shareholders

–

Opportunity to realize full and fair value for their shares

Our offer permits shareholders to receive certain profit, avoid risk of a double-dip

recession and receive cash for a volatile equity

We are not undervaluing Casey’s or being opportunistic

Casey’s

notes

“extraordinary

equity

market

volatility”

yet

asks

its

shareholders

stand pat “as the economy recovers”

53% of Casey’s shareholders were sellers at $38.00 per share

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer (cont’d)

Casey’s claims Couche-Tard’s offer would adversely impact Casey’s other constituencies

Couche-Tard’s

offer

very

attractive

for

ALL

Casey’s

constituencies

Couche-Tard’s track record with employees of companies and with local businesses around

the companies we have acquired is outstanding

–

Couche-Tard operates using a highly decentralized model, and we expect to keep most, if

not all, of the employees of Casey’s in place

–

Our decentralized model has enabled us to continue the relationships with existing

suppliers and vendors

–

In the case of Casey’s, we already have significant overlap in vendors and do not expect

any material changes in operations

Greater scale of a combined Couche-Tard and Casey’s will provide the other constituencies

of Casey’s with opportunities beyond what the smaller platform of Casey’s currently can

provide

–

Access to Couche-Tard’s platform will provide the suppliers of Casey’s with increased

opportunities to expand their sales to convenience store chains within Couche-Tard’s

portfolio

Employees looking to rise in the organization will have greater opportunities

–

Brian Hannasch of Iowa, our COO, joined Couche-Tard through an acquisition

–

Most of Couche-Tard’s operating vice presidents are from acquisitions

Casey’s Board is misinforming shareholders

about Couche-Tard’s offer (cont’d)

Casey’s claims its performance, growth opportunities, balance sheet and human

capital can create far greater value for shareholders

Casey’s leveraged recapitalization implies they do not have good opportunities to

invest and grow the company independently

–

Putting leverage on the company limits flexibility and ability to deploy capital

for growth

–

Why didn’t they implement a recapitalization plan before Couche-Tard’s offer?

–

Casey’s

management

has

historically

operated

without

leverage

–

how

will

operating with leverage affect Casey’s management decisions going forward?

Casey’s claims Couche-Tard’s offer is an attempt to utilize Casey’s strong

balance sheet and real estate position to subsidize the offer

Our offer fully values Casey’s owned real estate

–

Minimal intrinsic real estate value (small, rural, limited alternative uses and

very little available for sale-leaseback)

We believe that no other buyer will pay a higher price for Casey’s than the

Couche-Tard offer

Next steps for shareholders

Vote FOR Couche-Tard’s nominees and proposal on the BLUE proxy card

•

Elect the new slate of independent candidates for the Board of Directors, who are

committed to maximizing value for all Casey’s shareholders

•

Vote FOR Couche-Tard’s proposal regarding new or amended By-Laws

Appendix

Couche-Tard Nominees and Biographies

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Howard W. Bates

Mr. Bates currently is self-employed as a business

consultant and is actively engaged in raising capital for

early stage growth and new venture start-ups. From

2007 to 2009, Mr. Bates served as President of Kratos

Defense and Security Solutions, Inc. In 1994, Mr.

Bates founded Haverstick Consulting, Inc., a defense

and technology firm in Indianapolis, Indiana, which

was acquired by Kratos Defense and Security

Solutions, Inc. in December 2007. From 1994 to 2007,

Mr. Bates served as the President and Chief Executive

Officer of Haverstick Consulting, Inc. Mr. Bates serves

or has served on the board of directors of the following

organizations: Haverstick Consulting, Inc.; Haverstick

Government Solutions, Inc., a government consulting

firm; DTI and Associates, a military and government

consulting firm; Xtreme Alternative Defense Systems

(XADS) Ltd.; Haverstick Acquisition Inc.; Rocket

Support Systems LLC; and A.C.E., a charitable

foundation for children. Mr. Bates earned a Masters in

Business Administration from Xavier University in

Cincinnati.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Hugh L. Cooley

Mr. Cooley retired from Shell Oil Products Company in

July 2009. In 37 years with Shell Oil Products

Company, Mr. Cooley held various positions,

including, among others, Vice President of Marketing

and Sales for Motiva Enterprises LLC, a joint venture

between Shell Oil Company and Saudi Refining, Inc.,

and Vice President for National Wholesale of Shell Oil

Products Company. Mr. Cooley serves or has served

on the board of directors of the following

organizations: truenorth Energy, LLC, a joint venture

between the Lyden Company and Shell Oil Company

which operates or supplies Shell franchise sites; First

Coast Energy, LLP, a gasoline service station

company; and Tri Star Energy, LLC, which is a joint

venture of Kimbro Oil Company, The Parman

Corporation and Motiva Enterprises LLC and

distributes fuel to, and operates convenience stores

under, the Daily’s Convenience Stores and Scot

Markets brands in Tennessee and Kentucky. Mr.

Cooley earned a Bachelor of Science in Marketing

from the University of Alabama.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Terrence Coriden

Since 1998, Mr. Coriden has served as an attorney

for, and part owner of, Coriden, Coriden, Andrews &

Glover, LLC (formerly Coriden Law Office, LLC). Mr.

Coriden is also currently Of-Counsel for Dugan &

Voland, LLP and serves as City of Columbus Utility

Attorney. From 2005 to 2006, Mr. Coriden served as a

hearing judge for the State of Indiana regarding the

adjudication of worker compensation matters. Since

2005, Mr. Coriden has served as an adjunct professor

at Indiana University-Purdue University Indianapolis.

Mr. Coriden currently serves on the board of directors

of Kid’s Chance Foundation and has served on the

board of directors of the Indiana Continuing Legal

Education Forum and as Chairman of the Workers

Compensation Board of Indiana. Mr. Coriden is a

member of the Indiana State Bar Association and

received his Juris Doctor degree from the University of

Toledo.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Mickey Kim

As of 2005, Mr. Kim was the Chief Operating Officer

and Chief Compliance Officer of Kirr, Marbach &

Company, LLC, a registered investment adviser, and

continues to currently hold such positions. Mr. Kim is a

director and serves on the audit committee of Kirr,

Marbach Partners Funds, Inc., which is a registered

investment company. In addition, Mr. Kim serves on

the board of directors of Heritage Fund – The

Community Foundation of Bartholomew County, a

community philanthropic organization. Mr. Kim served

on the board of directors of Salin Bank & Trust Co., a

privately held Indiana bank. Mr. Kim is a Chartered

Financial Analyst. Mr. Kim earned a Bachelor of

Science in Accounting from the University of Illinois

and a Masters in Business Administration in Finance

from the University of Chicago.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

David O. Mann

Since 2002, Mr. Mann has served as a partner of

Spring Mill Venture Partners, LLC, a venture capital

firm focused on early stage, high-growth life science

and information technology investments. Previously,

Mr. Mann worked with ServiceMaster Ventures and

was a founding member of the ServiceMaster Home

Service Center, a joint venture between Kleiner Perkins

Caufield & Byers and ServiceMaster Ventures. Mr.

Mann began his career in the U.S. Navy. He serves or

has served on the board of directors of the following

organizations: HVAF of Indiana, Inc., an organization

that supports homeless veterans; BioStorage

Technologies, Inc., a company that supplies storage for

biological products; Cine-tal Systems, Inc., a television

display technology company; WebLink International,

Inc., a webmanagement software and service

company; KIPP Indianapolis College Preparatory, a

college preparatory school in Indianapolis, Indiana;

Venture Club of Indiana, a non-profit organization that

assists entrepreneurs; and TechPoint PAC, a non-profit

organization and political action committee. Currently,

an adjunct faculty member at Indiana University Kelley

School of Business (Indianapolis), Mr. Mann received

his Masters in Business Administration from Harvard

Business School and a Bachelor of Science from the

U.S. Naval Academy at Annapolis.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Kevin J. Martin

Since 2001, Mr. Martin has served as the Chief

Financial Officer of Johnson Ventures, Inc., a private

investment company. Mr. Martin serves on the board

of directors of the following organizations: JV Partners

I, LLC; Indiana Limestone Company, Inc., a quarrying

and fabrication company; Stone Center of Indiana,

LLC, a retailer of architectural and landscape stone;

Indianapolis Tennis Championships, Inc., a non-profit

organization that hosts tennis tournaments; and the

Columbus Museum of Art & Design, a non-profit

organization dedicated to arts in Columbus, Indiana.

Mr. Martin previously served on the board of directors

of Johnson Construction Materials, LLC, a

construction material provider and Central Restaurant

Products, LLC, a wholesale restaurant equipment and

supplies company. Mr. Martin received a Bachelor of

Science in Accounting and a Masters in Business

Administration in Management Information Systems

and Entrepreneurship from Indiana University.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

David B. McKinney

Since 1998, Mr. McKinney has served as President

and Chief Compliance Officer of Reams Asset

Management Company, an investment management

firm. From 2003 to 2005, Mr. McKinney served on the

board of directors of Columbus Funds, Inc., a

registered investment company. In addition, Mr.

McKinney serves or has served on the board of

directors of the following organizations: the United

Way of Bartholomew County; Turning Point Domestic

Violence Services, an organization devoted to

domestic violence; Volunteers in Medicine, an

organization that provides health care services utilizing

retired healthcare professionals; Columbus Indiana

Architectural Archives; Columbus Enterprise

Development Center and Big Brothers / Big Sisters of

Bartholomew County. Mr. McKinney is a Certified

Public Accountant and received a Bachelor of Science

in Accounting from Miami University and a Juris

Doctor from Indiana University School of Law.

Independent Nominees –

Biographical

Information

Name

Age

Qualification details

Marc E. Rothbart

Since 1999, Mr. Rothbart has served as Chief

Financial Officer and Senior Vice President of SIHO

Insurance Services, Inc., an employee health care

benefits company. Mr. Rothbart serves on the board of

directors of the following organizations: the Columbus

Indiana Philharmonic; the United Way of Bartholomew

County; and the Columbus Museum of Art and Design.

Mr. Rothbart also has served on the board of directors

of Art Columbus and the Child Abuse Prevention

Council. Mr. Rothbart earned a Bachelor of Science in

Management from Bentley College.

Who is Alimentation Couche-Tard?

History of Couche-Tard

IPO

34 Store Network

3rd Public Offering

Acquired 245 Provi-Soir

Stores and 50 Wink’s Stores

Alain Bouchard Started

the Chain with one store

2nd Public Offering

304 Store Network

Entry into Ontario, Western Canada

976 Stores under Mac’s, Mike’s Mart

and Becker’s Banners as part of

Silcorp

Acquisition

Added to U.S. Midwest

287

Dairy

Mart

Stores

4th Public Offering

Entry into U.S. Midwest

225

Bigfoot

Stores

part

of Johnson Oil Acquisition

Further Penetration of U.S. Midwest

92 Dairy Mart

Clark

Retail

Stores

Acquired

Dunkin’

Donuts

Quebec Master Franchise

Acquired Circle K, 2nd largest

independent convenience store in U.S.

Franchise agreement

with Grupo Kaltex, S.A.

de C.V. for 250 stores in

Mexico within the next

five years

Acquisition of 236 sites

from Shell Oil Products

US and its affiliate

Motiva Enterprises LLC

Couche-Tard and Irving

Oil Limited expand

partnership to include

252 stores across Atlantic

Canada and New England

Couche-Tard

offers to acquire

Casey’s at $38.50

per share

Added a total of

496 stores

Acquisition of

43 company-

operated

and

444 franchises

from

Exxon

Mobil

2.3x

1.4x

0.8x

0.4x

1.5x

1.3x

1.0x

0.6x

At Circle K

transaction close

2004

2005

2006

2007

2008

2009

2010

Couche-Tard rapidly de-leveraged following its successful acquisition of Circle K

Total net debt / EBITDA

Recent acquisitions

Note:

2004 figures are pro forma for Circle K transaction.

(1)

Represents 50% interest in RDK Ventures LLC, a joint venture with Shell Oil Products US (100 stores).

Couche-Tard already operated 32 of these stores prior to entering into the JV.

Adjusted net debt / EBITDAR

3.7x

2.9x

2.5x

3.2x

2.9x

2.6x

4.2x

Longstanding history of successful acquisitions

and de-leveraging

FYE April 2004

FYE April 2005

FYE April 2006

FYE April 2007

FYE April 2008

FYE April 2009

FYE April 2010

Couche-Tard has a large presence in the U.S.

•

3,836 stores in the U.S. –

65% of total stores

•

Presence in 43 states and Washington D.C.

•

8 out of 11 divisions in the U.S.

•

36,000 employees out of 53,000 are in the U.S. –

68% of total

•

78% of revenues come from U.S. divisions

100%

78%

Canada

22%

83%

Canada

17%

Couche-Tard

Casey’s

Pro-forma Couche-Tard

Note:

Based on FY2010 sales as of April 2010.

The Strategic Rationale

Compelling strategic rationale

•

Creates largest independent corporate-store operator

in North America with ~ 7,400 locations

•

Expands geographic footprint across North America

•

Enhances scale and efficiency

•

Uniquely positions Couche-Tard to generate more

cash flow

•

Delivers immediate premium to Casey’s shareholders

•

Casey’s stakeholders become part of bigger

organization with benefits of a decentralized business

model empowering its employees

1,000

5,932

4,401

777

383

1,387

1,649

1,598

1,531

900

386

527

7,100

1,468

4,596

3,367

3,601

428

1,302

498

8,100

7,400

5,869

4,639

4,144

3,984

1,815

1,649

1,598

1,531

1,305

900

884

527

1,468

7-Eleven

Pro forma

Couche-Tard

Shell

ExxonMobil

Chevron

Valero

Pantry

Marathon

Casey's

ConocoPhillips

Cumberland

Farms

Tesoro

Susser

Company-operated

Affiliated / Franchises

Source:

Public filings / data, websites, press releases.

Note:

Most recent data as of July 18, 2010.

(1)

Denotes U.S. locations.

(1)

Creates the largest independent corporate-store

operator in North America

Enhanced store network

International Locations:

China,

Guam,

Hong

Kong,

Indonesia,

Japan,

Macao, Mexico, Vietnam

Company operated: 4,401

Affiliated: 1,468

Total stores: 5,869

Owned real estate: 1,300+ locations

Source: Company information.

Casey’s portfolio is geographically complementary to Couche-Tard

Total stores: 1,531

377

436

296

109

104

Casey’s retail footprint

Couche-Tard’s retail footprint

GREAT LAKES REGION

Corporate stores: 463

Affiliated stores: 250

MIDWEST REGION

Corporate stores: 425

Affiliated stores: 65

SOUTHEAST REGION

Corporate stores: 271

Affiliated stores: 56

SOUTHWEST REGION

Corporate stores: 222

Affiliated stores: 200

ARIZONA REGION

Corporate stores: 624

Affiliated stores: 18

WEST COAST REGION

Corporate stores: 162

Affiliated stores: 321

CENTRAL CANADA

Corporate stores: 571

Affiliated stores: 199

WESTERN CANADA

Corporate stores: 287

Affiliated stores: 0

EASTERN CANADA

Corporate stores: 676

Affiliated stores: 300

FLORIDA REGION

Corporate stores: 407

Affiliated stores: 6

GULF REGION

Corporate stores: 293

Affiliated stores: 53

Integration strategy

Couche-Tard expects that:

•

Couche-Tard’s decentralized business model will allow it to run Casey’s

as a stand-alone business unit

•

No significant capital expenditures will be required to integrate Casey’s

•

Casey’s store banner will remain in place (no re-branding / remodels

required) and will continue to be grown as a rural store format in the

U.S. Midwest region

•

There is a possibility to leverage Casey’s wholesale and distribution

capabilities

•

There is a possibility to implement best practices from Casey’s and

Couche-Tard

•

Limited potential synergies –

Casey’s is not a turn-around story;

currently a well operated business

S&P Retail Index constituents

($ in billions)

Ticker

Company Name

Market Capitalization

as of Sep. 1, 2010

AZO

AutoZone

$10.2

BBBY

Bed Bath & Beyond

9.8

BBY

Best Buy

13.7

BIG

Big Lots

2.6

COST

Costco Wholesale

25.5

CVS

CVS Caremark

37.9

DDS

Dillard's

1.5

Dollar General

9.6

FDO

Family Dollar Stores

5.8

GPS

Gap

11.2

Home Depot

48.2

JCP

J.C. Penney

4.9

JWN

Nordstrom

6.6

Kroger

12.8

KSS

Kohl's

14.9

LOW

Lowe's

30.2

LTD

Limited Brands

8.1

ODP

Office Depot

1.0

RSH

RadioShack

2.4

Sprint Nextel

12.3

SHW

Sherwin-Williams

7.7

SPLS

Staples

13.5

SWY

Safeway

7.3

TGT

Target

37.7

TIF

Tiffany

5.2

TJX

16.4

WAG

Walgreen

26.9

WINN

Winn-Dixie Stores

0.4

WMT

Wal-Mart Stores

187.1

Source:

FactSet

Research

Systems.

Alimentation Couche Tard Inactive DFAN14AAdditional proxy materials by non-management