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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 27, 2013.






















THE KROGER CO.


 


THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH 45202
Meeting Information

Meeting Type: Annual Meeting
For holders as of:     April 30, 2013
Date:  June 27, 2013       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 company named above.

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 —
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COMBINED NOTICE, PROXY STATEMENT, AND ANNUAL REPORT

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                    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, 5, 6 and 7.

4.        A shareholder proposal, if properly presented, to publish a report on human rights risks in the supply chain.
 
5.   A shareholder proposal, if properly presented, to adopt a policy that the Board’s chairman be an independent director.
 
6. A shareholder proposal, if properly presented, to issue a report regarding extended producer responsibility for post-consumer package recycling.
 
7. A shareholder proposal, if properly presented, to adopt and implement a comprehensive palm oil policy.

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 30, 2013 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.