CIRCLE K Franchise Program

BRAND RECOGNITIONPOWER, OPTIONS

AND SOLUTIONSKNOWLEDGE

T hank you for your interest

in the Circle K Franchise

Program, operated by TMC

Franchise Corporation.

We are offering Circle K franchise

opportunities that build your

convenience store business by

providing shoppers with a one-of-

a-kind shopping experience.

Recognizing the needs of today’s

on-the-go consumers, Circle K

brings convenience and quality

products to the marketplace.

Circle K stores appeal to the

neighborhood shopper filling in

last minute items; the passer-by

wanting hot coffee and a snack;

or the traveler craving a cold

drink and hot dog.

The Circle K Franchise Program

offers superior business systems,

extensive training and effective

promotional tools. Our ongoing

business support and our

heritage brand is, in fact, the

Circle K advantage.

We invite you to read through

these materials and explore how

you might obtain a franchise

license to operate a Circle K

convenience store.

If you are seeking a challenging

opportunity, driven by the

expanding convenience retail

market, take advantage of our

unique and rapidly growing

franchise offering. You owe it

to yourself to learn more about

Circle K.

We offer you the means to provide customers with all thereasons why they need to visit you over the competition.

Build the Confidence of CustomersCustomer Loyalty Breeds Success

Shopper loyalty is based on familiarity and trust.

Customers view Circle K, with its bright red logo,

as a brand on which they can rely for their convenience

needs. Circle K stores are known worldwide for their

quality products and great customer service.

The Circle K standard serves as the foundation for

established proprietary brands including ThirstBuster®

fountain drinks, Montego® cigarettes, Freshest Coffee

Going® and prepaid communications cards. Superior

proprietary brands tap into consumer needs and provide

products that drive customers into Circle K stores.

BECOMING A CIRCLE K FRANCHISEE

When you become a Circle K Franchisee, you are joining

a proven company that delivers a winning combination

of marketing, operations and systems to grow your

business. Our program allows you to operate your own

business with easy access to the expertise of over 50

years of retailing experience.

Our VisionTo share the heritage of Circle K’sproven brand, image, convenienceretailing expertise, superior businesssystems and international presencefor the benefit of our franchisees.

Our Mission To grow the Circle K brand bygranting franchise agreements toindividuals who are dedicated towinning long-term customers byproviding high-quality products andservices, fully utilizing the operatingsystem and taking full advantage ofour ongoing support.

Our ValuesThese values give us a foundation forworking together successfully:• Relationships of mutual trust• High ethical and moral standards• Recognition of efforts and

achievements• Service-focused organization • Leadership that recognizes and

capitalizes on opportunities • Safe environment for employees

and customers• Superior, worldwide business

systems

The Circle K Advantage• Heritage of the Circle K brand• Strong business management

systems that foster market shareand potential for growth

• Proven marketing, merchandisingand promotional programs

• Large-scale purchasing power• Strong franchisee support• Customer focused

For over 50 years, customers have come to

recognize the convenience and quality associated

with the Circle K brand. What began in 1951 with

the purchase of three Kay’s Food Stores in El Paso,

Texas, has become one of the nation’s largest

chains of company-operated convenience stores.

Circle K has more than 6,500 stores worldwide,

with 2,400 stores located in approximately 25 states

and 4,100 stores operating under the Circle K brand

in six foreign countries. In 2003, Alimentation

Couche-Tard (ACT), the largest convenience store

operator in Canada with over 1,900 stores,

purchased the Circle K brand. As a result of this

acquisition, ACT operates or licenses more than

8,900 stores worldwide.

Marketing, merchandising andpromotional programs are created to meet the customer’s needs and grow the business.

Succeed With Innovative Marketing and Merchandising Understanding the Customer and Knowing the Product

We have established a strong

foundation for marketing and

merchandising success by

tapping into how consumers

think, live, work and shop. Using

this unique insight, we are able

to offer you strategic store

layouts and merchandising

programs. For this reason,

Circle K stores are a preferred

destination for consumers.

MARKETING

Our success in marketing and

promotions can be attributed to

several factors: our knowledge

of the consumer and our ability

to bring it all together with

programs that build store traffic,

create customer loyalty and

generate sales.

Circle K has developed

marketing and promotional

programs designed to enhance

sales the first day your store

opens. We have years of

valuable experience enticing

customers with our products and

services and encouraging them

to shop Circle K for their

convenience items.

MERCHANDISING

We have enhanced our Circle K product offerings

through an innovative departmentalized merchandising

format. With this, we have reinvented our convenience

store business by creating a unique and unified product

presentation throughout the stores.

In the Circle K format, we merchandise by departments

such as Snacks, Grocery, Food Service and Beverages.

We have developed systems to manage these individual

store departments.

Additionally, our store signage, graphics and displays all

work to reinforce key messages and communications to

the customer. Circle K’s unique merchandising, updated

store graphics and well-designed floor plans present

consumers with a positive shopping experience to keep

them coming back.

CIRCLE K’S CIGARETTE BACKBAR PROGRAM

Cigarettes are a leading sales category for convenience

stores. Circle K’s “Proprietary Backbar Program” helps

Franchisees sell cigarettes responsibly by displaying all

products behind the sales counter. Our program offers

shoppers choice and selection, with high brand visibility.

All the major cigarette companies participate in this

program, offering Circle K Franchisees the opportunity

to optimize their cigarette sales and rebates.

INTERNATIONAL OPPORTUNITIES

We know consumers worldwide

appreciate convenience. We also

recognize that regional, national and

international market needs vary. Circle K

has been able to successfully tailor our

brand tactics to address the different

cultural identities in the many

marketplaces in which we compete.

Outside the United States, there are

more than 4,100 Circle K stores

implementing the latest ideas in

retailing. From in-store bakeries in

Hong Kong, to fast food innovations in

Indonesia, Mexico and Japan, these

stores are taking advantage of our

brand, our expertise and resources, all

to meet the needs of populations that

want and need more convenience.

Business Systems SupportExpert Advice to Assist Your Decision Making

From your initial site selection and training, to ongoing

operational support and business systems, Circle K

offers a wide range of tools and services to help you

manage the business and achieve your goals. We allow

you to select the hardware and software that best fit

your store, providing guidance to ensure you select a

system that will deliver fast customer service and

accurate transactions. We require you operate your

store with two electronic point-of-sale (EPOS) registers

with scanning capabilities. You must have a PC-based

back office that supports a business reporting system

and transmits daily sales information to the Circle K

data warehouse.

Additionally, we provide innovative content and updated

sales information on our proprietary “Franchisee only”

website, www.circlekfranchise.com. As a Circle K

Franchisee, you can access this website 24/7 from any

PC with internet connection.

NEW BUILD OR SITE CONVERSION TOOLS

Circle K utilizes a network of professional engineering,

architectural, permitting and construction management

consultants to serve as your advisors as you build or

convert your site to a state-of-the-art facility. With vast

access to key industry suppliers, Circle K provides

individualized store layouts, and a fresh design to each

of its franchisees. Proven site and store layouts and

planograms help optimize your store’s sales potential.

The combination of Circle K’s purchasing power and

business methods all work together to help you stay

ahead of your competition.

Circle K offers a wide range of tools andservices designed to assist in managingyour business and achieving your goals.

Support thatlends success.

Retail Automation Systems

The Circle K Franchise Program allows a high degree

of flexibility in determining the right point-of-sale

(POS) and back office system for each Circle K

franchise location. We understand that each franchisee

must operate a POS system that is compatible with the

proprietary fuel or independent credit network that

interfaces with the fuel dispensers and back office

systems. As a Circle K Franchisee, we’ll assist you in

determining the right store automation system for you.

Circle K can put you in touch with the appropriate

suppliers for systems that will provide fuel dispenser

control and automation, as well as sales transaction

processing, cashier and management reporting,

and inventory control in a fully-scanned c-store

environment. We can connect you with installation

and training services, as well as providers for 24/7

help-desk call centers for those times when you need

additional assistance.

Your Franchise Development Manager has all the

information on recommended vendors and suppliers

for EPOS and Back Office solutions.

We invite you to take advantage of Circle K’s expertise.

For More Information on the Circle K FranchiseOpportunity Contact:

TMC FRANCHISE CORPORATIONWorldwide Franchise Division (DC 7)P.O. Box 52085Phoenix, Arizona 85072-2085

Phone: 800-813-7677 / 602-728-8000E-mail: franchise@circlek.comVisit our web page at www.circlek.com

Steps To a Circle K Franchise OpportunityThese steps will help you fully evaluate the opportunity of becoming a Circle K Franchisee.

1. CONFIDENTIAL APPLICATION If you choose to pursue afranchise opportunity with us,please complete and return theapplication in the enclosedself-addressed envelope. Oncereceived, we will begin thequalification process, whichincludes both a credit andbackground check.

2. UNIFORM FRANCHISE OFFERING CIRCULARIf you meet the preliminaryfranchise qualifications, we willsend you a Uniform FranchiseOffering Circular (UFOC) whichcontains a standard TMCFranchise CorporationFranchise Agreement, as wellas a copy of the company’sfinancial statements and otherpertinent information. You willalso be contacted by the

Franchise DevelopmentDepartment to arrange apersonal meeting to reviewdetails of the FranchiseProgram.

3. SITE EVALUATION After you identify a suitablelocation, we will determine if it meets Circle K minimumstandards.

4. GROUP INTERVIEWQualified candidates completea personality assessment and meet with Circle Kmanagement to ensure yourprofessional goals and ourbusiness system are a match.

5. FRANCHISE AGREEMENTSIGNING We will provide you with acomplete Franchise

Agreement, ready forexecution. The franchise fee isdue upon execution of theFranchise Agreement.

6. TRAININGJust prior to your storeopening, you will attendseveral weeks training at ourCircle K SMART Academy.

7. PRE-OPENING PREPARATION We will work with you todevelop your Grand OpeningProgram including point-of-salematerials and grand openingspecials and events.

8. OPEN FOR BUSINESS!

The experienced Category Developmentand Brand Management staff at Circle K are constantly developing new programs to build traditional convenience categoriessuch as beer and soda, as well as creatingnew concepts such as food service,electronic services and fill-in shopping.Supported by consumer research andpromotional concept testing, theseprograms are designed to provide you with the confidence of a proven marketingapproach. Each month, you’ll receive adetailed merchandising plan specific toyour geographic area. Following the Circle K marketing programs will helpincrease the shopability of your store, and as a result, maximize the opportunityfor sales and profits.

PROPRIETARY MERCHANDISINGPROGRAMSWe have developed proprietarymerchandising programs that give you an edge in your respective market. As aCircle K Franchisee, you will receive storelayouts and schematics. These detailed sets not only make it easy for you becauseyou know where everything fits, but theyare also designed to enhance impulsepurchasing behavior by shoppers.

PROPRIETARY PRODUCTSCircle K is known for a variety of popularproprietary brands, including ThirstBuster®,Circle K PhoneCardsSM, Montego® cigarettesand the Freshest Coffee Going®. Thesebrands are well recognized in the industrytoday.

PROMOTIONAL FEEThrough the Circle K Promotional Fee, you will receive promotional plans andprograms developed by professionalCategory Managers that are designedspecifically for Circle K stores. Additionally,you will receive an array of promotionalmaterials that help build a strong, loyalcustomer base for your Circle K store.From the moment you open the doors, thisfee provides professionally producedmaterials to promote products and services.We can even help you develop area-specificevents, allowing you to tailor yourmarketing efforts around local activities.

What does the Promotional Fee provide you?

• Door signs• Point-of-purchase materials• Monthly promotional display signs• Local promotional plans• Cigarette center signs• Monthly promotional bulletins• Grand opening rebates• Grand opening signs• Advertising in selected markets• Sales incentives• Equipment rebates• New program introductions• Local co-op advertising programs

CIRCLE K PURCHASINGASSISTANCE*Our strong presence in the marketplacecreates a host of efficiencies for you as aCircle K Franchisee. This means you mayqualify to participate in a variety of cost-saving agreements with many majormanufacturers. Our national wholesalerprograms offer special rebates and off-invoice allowances, which may be passedalong to Circle K Franchisees on selectedproduct purchases. Our purchasingassistance not only includes nationalmerchandise brands, but also fixtures,equipment and supplies that are designedspecifically for Circle K stores.

GRAND OPENING PROGRAMWe will assist you in creating a GrandOpening Program just for your Circle K. A qualified Franchise Business Consultantwill work with you to build a powerfulgrand opening program.

CONSUMER RESEARCH AND NEWCONCEPT DEVELOPMENTCircle K’s Research and New ConceptDevelopment Teams are committed toproviding new and exciting programs,which meet today’s customer needs forsolutions that make their lives easier.

*Requires Franchisee to meet vendor and Circle K proof of performance requirements

Marketing & Merchandising Services

Marketing & Merchandising Services

Circle K offers a wide variety of businesssupport tools and services to help optimizeyour sales and profits.

THE RIGHT SITEWhether you are building your first or your tenth store, our Engineering andConstruction Department can offer avariety of services to assist in designingand constructing your store.

REAL ESTATESite Selection Assistance

• Preliminary site due diligence review

ENGINEERINGProvide templates for building design,signage and site layout, plus review andcomment on proposed site layouts.

• Provide standard site development and estimated construction budgetcosts (This will not include all sitespecific situations.)

• Provide a standard checklist of architectural standards andspecifications

• Provide recommended layouts and designs

Construction Consulting Assistance• Conduct periodic site inspections

and provide associated written status reports

• Provide on-site project management• Provide procurement assistance• Provide answers to your construction

questions

TRAININGTo assist you in your business, we offer acomprehensive training program at the“SMART Academy,” our training center witha state-of-the-art classroom and systems.You will receive hands-on training on theCircle K Franchise Business Systems.

Circle K Orientation ProgramThis is an initial opportunity for you toreview the Circle K offering and for us to getto know you, before a Franchise Agreementis signed or fees are paid. It also allowsyou to experience first-hand the typicalconvenience store and fuel responsibilitiesfor customer service representatives (CSR’s)and site management.

Circle K SMART Academy TrainingSeveral weeks of classroom and in-storetraining will be provided prior to openingyour site, including:S Systems: An in-depth review andpractice of the Circle K Operations Manualand Business systems, including anaccumulation of over 50 years of Circle K’sbest practices. M Marketing: Learn the fundamentals ofconvenience store marketing,merchandising and Circle K’s proprietaryprograms and purchasing power. A Accounting: Learn the fundamentals ofretail and business accounting practicesincluding planning, gross profit analysisand retail reporting.R Retail: Learn how to control inventory,ordering, receiving merchandise andestablishing retail prices, which maximizesales and profits. T Training: Learn Circle K standards andhow to train your store employees onCircle K’s proprietary CD Training Programwhich includes our WE CARD Training onresponsible sales of beer, cigarettes andother age-restricted products.

Business Systems & Services

Business Systems & Services

continued on next page

OPERATIONAL SUPPORT SYSTEMSCircle K supports your business efforts and provides advice on your operationalquestions and challenges. The OperationsTeam assists with your store opening andworks with you to keep your businessrunning day-in and day-out.

New Store Operating AssistanceWe provide you with the tools andknowledge necessary to get your storestaffed, stocked and ready for operation.Our system includes training manuals, new store kits and grand opening plans.

Business & Marketing ConsultantEach Franchisee will have ready access toCircle K’s qualified business and marketingconsultants. Working in the field alongsideeach Franchisee, these professionalsprovide on-going consultation, guidanceand support to help maximize revenue andoperating efficiencies.

OPERATIONS MANUALSKnown as the Circle K Franchise BusinessOperating System, each Franchisee willalso receive the following manuals on CD.

Volume IGuide to Establishing a Circle K Franchise

Volume IIGrand Opening Guide

Volume III Guide to Circle K Franchise StoreOperations

Supplemental GuidesElectronic Point-of-Sale Systems GuideHuman Resources GuideLoss Prevention Guide

FRONT & BACK OFFICE SYSTEMSToday’s convenience store represents ademanding environment that must balancethe needs of the customer along with therequirements of the business. We will offerour Franchisee the tools to achieve thisbalance while improving the customerbuying experience. We can recommendsolutions for Point-of-Sale and Back-Officesystems and connect you with vendors that both supply and support the latesttechnologies in the industry.

WWW.CIRCLEKFRANCHISE.COMAs a Circle K Franchisee, you will have 24/7access to a fully-secure proprietary website designed exclusively for Circle KFranchisees. At the click of a mouse, youcan view and download marketing salesplanners, product pricing, manuals, guides,forms, and a wealth of content specificallytailored to franchise operations.

Business Systems & Services Continued

Business Systems & Services

All of us at Circle K are committed tobuilding long-term value for ourInternational Licensees by operating thefinest convenience retailing system in theworld, through advanced store operations,marketing, real estate, information systems,and human resources management.

INTERNATIONAL OPERATIONSOur trend-setting global retailing system is built on a wide range of conveniencestore ideas and advances that are drawnfrom a network of over 4,100 stores outsidethe United States. From in-store bakeries in Hong Kong and Indonesia, to fast foodinnovations in China and Japan, the Circle KMaster License Agreement offers youaccess to the expertise of an experiencedgroup of convenience store retailers. Thisglobal perspective not only keeps eachMaster Licensee up to date on the latestdevelopments in retailing, but it alsoprovides a continual flow of leading-edgeprograms to help build sales and profits.

GROWING THE CIRCLE K BRAND GLOBALLY As customers look for ways to improve and simplify their lives, we continue to see opportunities for growth worldwide. Circle K’s International Franchise Division is meeting shopper demands by expandinginto attractive markets and offering masterlicenses to qualified applicants. An idealapplicant is one that brings the financialresources, local market knowledge andoperating commitment necessary toestablish a thriving convenience storebusiness. We provide the operatingexpertise, marketing programs, training andcontinual innovation necessary to establishyour business and keep it growing.

If you become a Master Licensee, ourInternational Team will work closely withyou to provide a superior level of service.This is a relationship that will begin withthe customization of the Circle K retailingformat through a detailed local retailinganalysis. Following the analysis, you are assisted in all areas of the businessnecessary to establish and maintain athriving retailing business.

LEADERSHIP IN ALL ASPECTS OFCONVENIENCE RETAILINGWe believe providing leadership andinnovation in the fundamental aspects of convenience retailing are the mostimportant roles we can offer you. Wecan provide that leadership through anexperienced International Team, a networkof International Licensees, and the fullresources of our U.S. operations.

The Circle K Business System offers youglobal leadership in:

• Store Operations• Marketing and Merchandising• Real Estate• Information Systems• Licensee Support• Training Programs

MARKETING ANDMERCHANDISING LEADERSHIPWe know that customers all over the worldneed convenience. We understand thatinternational market needs vary. We willtailor our brand tactics to address thedifferent cultural identities in the variousmarkets where we operate.

International

International

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REAL ESTATE LEADERSHIPCircle K has developed one of the mostsophisticated real estate managementprograms available in retailing today. From market analysis to real estateinventory management to sales forecasting,our Real Estate system provides acomprehensive program for real estatemanagement. This system is supportedwith complete training and consultationwith your real estate personnel.

The tools and services of the Circle K Real Estate system are:

• Market Analysis • Site Selection • Sales Forecasting Model• Financial Analysis Model• Market Strategy Planning • Real Estate Inventory Analysis

and Planning • Real Estate Staffing Consultation

In convenience retailing, location is vital.Therefore, initially making the right realestate decisions will result in higher salesand profits for years to come.

LICENSEE SUPPORT LEADERSHIPEvery Circle K Master Licensee in the worldenjoys being connected to an innovative,growth-oriented convenience retailingsystem. Accessing the full resources ofCircle K’s U.S. operations, and the networkof successful International Licensees, you will benefit from the vast array of the latest technologies and services needed to establish a profitable convenienceretailing business.

CONTACT INFORMATIONTMC Franchise Corporation Worldwide Franchise Division (DC 7)P.O. Box 52085Phoenix, Arizona 85072-2085

Phone: 602-728-8000800-813-7677

Web Page: www.circlek.comEmail: franchise@circlek.com

International Continued

International

Application

Application

TO COMPLETE AN APPLICATION ON-LINE:

Please go to the following link:www.circlek.com/CircleK/Franchises.htm

Click on Investment Info and Application.

Follow the directions for completing theapplication form.

TO COMPLETE AN APPLICATION MANUALLY:

Please go to the following link:www.circlek.com/CircleK/Franchises.htm

Click on Investment Info and Application.

Download the APPLICATION PDF usingAdobe Acrobat Reader.

If you do not have access to the internet,please contact Circle K Franchise and anapplication will be forwarded to you.

CONTACT INFORMATION If you need additional assistance or moreinformation, contact us at:

TMC Franchise Corporation Worldwide Franchise Division (DC 7)P.O. Box 52085Phoenix, Arizona 85072-2085

Phone: 602-728-8000800-813-7677

Web Page: www.circlek.comEmail: franchise@circlek.com

TMC FRANCHISE CORPORATIONWorldwide Franchise Division (DC 7)

P.O. Box 52085 Phoenix, Arizona 85072-2085

E-mail: franchise@circlek.com www.circlek.com Phone: 800-813-7677 or 602-728-8000