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  The Kroger Co.  
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 21, 2012.
























THE KROGER CO.


 


THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH 45202
ATT: CHRISTINE WHEATLEY
Meeting Information

Meeting Type: Annual Meeting
For holders as of:     April 23, 2012
Date:  June 21, 2012       Time:  11:00 AM EDT
Location:     Music Hall Ballroom
  Music Hall
  1241 Elm Street
  Cincinnati, OH 45202

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.
































Before You Vote
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

COMBINED NOTICE, PROXY STATEMENT, AND ANNUAL REPORT

How to View Online:
Have the information that is printed in the box marked by the arrow à XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

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                    1)  BY INTERNET: www.proxyvote.com
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




















                    Voting Items                    

The Board of Directors recommends you vote FOR the following:
 
1.        Election of Directors
     
    Nominees:
    1a.      Reuben V. Anderson
         
    1b.   Robert D. Beyer
         
    1c.   David B. Dillon
         
    1d.   Susan J. Kropf
         
    1e.   John T. LaMacchia
         
    1f.   David B. Lewis
         
    1g.   W. Rodney McMullen
         
    1h.   Jorge P. Montoya
         
    1i.   Clyde R. Moore
         
    1j.   Susan M. Phillips
         
    1k.   Steven R. Rogel
         
    1l.   James A. Runde
         
    1m.   Ronald L. Sargent
         
    1n.   Bobby S. Shackouls

         
 
The Board of Directors recommends that you vote FOR proposals 2 and 3.

2.        Advisory vote to approve executive compensation.
 
3.   Approval of PricewaterhouseCoopers LLP, as auditors.

The Board of Directors recommends that you vote AGAINST proposals 4 and 5.

4.        A shareholder proposal, if properly presented, to recommend revision of Kroger’s Code of Conduct.
 
5.   A shareholder proposal, if properly presented, to issue a report regarding extended producer responsibility for post-consumer package recycling.

NOTE: The Company will transact such other business as may properly be brought before the meeting. Holders of common shares of record at the close of business on April 23, 2012 will be entitled to vote at the meeting. To receive directions to the annual meeting please call 513-762-1220.

ADMISSION TICKET – if you plan to attend the annual meeting of shareholders, please bring this notice with you as it serves as your admission ticket. This ticket admits only the shareholder(s) listed on this notice and is not transferable.