KR Kroger Co

Before You Vote How to Access the Proxy Materials VIEW MATERIALS & VOTE w SCAN TO How To Vote Please Choose One of the Following Voting Methods E81054-P24555 Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Telephone: To vote now by telephone, call 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and follow the instructions. Vote By Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. XXXX XXXX XXXX XXXX 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(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 13, 2019 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX

The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain For Against Abstain 4. Approval of an amendment to Kroger's Regulations to permit Board amendments in accordance with Ohio law. Ratification of PricewaterhouseCoopers LLP, as auditors. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Nora A. Aufreiter 1b. Anne Gates 5. 1c. Susan J. Kropf The Board of Directors recommends that you vote AGAINST proposals 6 and 7. For Against Abstain ! ! ! 1d. W. Rodney McMullen 6. A shareholder proposal, if properly presented, to issue a report assessing the environmental impacts of using unrecyclable packaging for private label brands. A shareholder proposal, if properly presented, to adopt a policy and amend the bylaws as necessary to require the Chair of the Board to be independent. 1e. Jorge P. Montoya 7. ! ! ! 1f. Clyde R. Moore 1g. James A. Runde NOTE: Holders of common shares of record at the close of business on May 1, 2019, 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 you must bring either: (1) the notice of the meeting that was separately mailed to you, or the top portion of your proxy card, either of which will be your admission ticket; or (2) a copy of your brokerage statement that shows you owned the shares as of the record date. You must also bring valid photo identification, such as a driver’s license or passport. We reserve the right to exclude any person who cannot provide proper admission materials and valid photo identification. 1h. Ronald L. Sargent 1i. Bobby S. Shackouls 1j. Mark S. Sutton 1k. Ashok Vemuri The Board of Directors recommends that you vote FOR proposals 2, 3, 4 and 5. For Against Abstain ! ! ! ! ! ! 2. Approval, on an advisory basis, of Kroger's executive compensation. 3. Approval of Kroger's 2019 Long-Term Incentive Plan. E81055-P24555 Voting Items

THE KROGER CO. 2019 Annual Meeting of Shareholders June 27, 2019 11:00 AM Eastern Time This proxy is solicited by the Board of Directors The undersigned hereby appoints each of ANNE GATES, W. RODNEY McMULLEN, and RONALD L. SARGENT, or if more than one is present and acting then a majority thereof, proxies, with full power of substitution and revocation, to vote the common shares of The Kroger Co. that the undersigned is entitled to vote at the annual meeting of shareholders, and at any adjournment thereof, with all the powers the undersigned would possess if personally present, including authority to vote on the matters shown on the reverse in the manner directed, and upon any other matter that properly may come before the meeting. The undersigned hereby revokes any proxy previously given to vote those shares at the meeting or at any adjournment. The proxies are directed to vote as specified on the reverse hereof and in their discretion on all other matters coming before the meeting. Except as specified to the contrary on the reverse, the shares represented by this proxy will be voted FOR each nominee listed in Proposal 1, FOR Proposals 2, 3, 4 and 5, and AGAINST Proposals 6 and 7. If you wish to vote in accordance with the recommendations of the Board of Directors, all you need to do is sign and return this card. The above named proxies cannot vote the shares unless you vote your proxy by Internet or telephone, or sign and return this card. Only shareholders and persons holding proxies from shareholders may attend the meeting. If you are attending the meeting, you must bring either: (1) the notice of the meeting that was separately mailed to you, or the top portion of your proxy card, either of which will be your admission ticket; (2) or a copy of your brokerage statement that shows you owned the shares as of the record date. You must also bring valid photo identification, such as a driver’s license or passport. We reserve the right to exclude any person who cannot provide proper admission materials and valid photo identification. YOUR MANAGEMENT DESIRES TO HAVE A LARGE NUMBER OF SHAREHOLDERS REPRESENTED AT THE MEETING, IN PERSON OR BY PROXY. PLEASE VOTE YOUR PROXY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. IF YOU HAVE ELECTED TO RECEIVE PRINTED MATERIALS, YOU MAY SIGN AND DATE THE PROXY AND MAIL IT IN THE SELF-ADDRESSED ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. If you are unable to attend the annual meeting, you may listen to a live webcast of the meeting, which will be accessible through our website, ir.kroger.com, at 11:00 AM Eastern Time on June 27, 2019. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature 1 - (Please sign on line) Signature 2 - (Joint Owners) Date - (Please print date) E81056-P24555 Authorized Signatures - This section must be completed for your instructions to be executed.