other than KRS AB Acquisition. LLC and KRS ABS, LLC (collectively. "Kimco") and Albertsons
Management Holdco, LLC ("Management Holdco"), will contribute all of their direct and indirect equity interests ... Holdings")
and Safeway Group Holdings Inc. ("Safeway Group Holdings"), (ii) Albertsons Investor. Kimco and Management Holdco will
contribute all of their equity interests in AB Acquisition to Albertsons Companies ... shares of our common stock will be owned by Albertsons Investor, Kimco and Management
Holdco, respectively.
The chart below summarizes our corporate structure after giving effect to this offering
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issued and outstanding common stock of Albertsons Companies, Inc. is held by Albertsons Investor, Management Holdco
and Kimco. Accordingly, shareholdings of directors and named executive officers reflected in the table ... reflect indirect
ownership in Albertsons Companies, Inc. held through interests in Albertsons Investor and Management Holdco. Profits interests
in AB Acquisition totaling 5.1% of the outstanding equity of AB Acquisition ... upon the
completion of this offering, through their interests in Albertsons Investor and Management Holdco. Pursuant to the terms of the
Stockholders' Agreement, Kimco and Management Holdco will vote common
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Albertsons Companies, Inc. (the "IPO-
Related Transactions"):
• our Existing Owners, other than Kimco and Management Holdco. will contribute all of their direct and indirect equity interests in
AB Acquisition ... their interests in NAI Group Holdings and Safeway Group Holdings;
• Albertsons Investor, Kimco and Management Holdco will contribute all of their equity interests in AB Acquisition to Albertsons
Companies ... shares of our common stock will be owned by Albertsons Investor, Kimco and
Management Holdco, respectively, and such parties will enter the Stockholders' Agreement with Albertsons Companies
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Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor,
Kimco and Management Holdco. The rights of Albertsons Investor, Kimco and Management Holdco under such agreement are
described ... portion of the shares of our
common stock that Albertsons Investor, Kimco and Management Holdco or a permitted transferee or assignee of such party that
succeeds to such party
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fill such vacancy.
Indemnification; Expenses
We have agreed to indemnify Albertsons Investor, Kimco, Management Holdco or any Holder, against any losses or damages
resulting from any untrue statement or omission ... which it sells our
shares, unless such liability arose from Albertsons Investor, Kimco, Management Holdco or any such Holder's, misstatement or
omission, and Albertsons Investor, Kimco, Management Holdco
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case of Albertsons Investor, such registration shall also include shares held by Kimco and Management Holdco on a pro rata and pari
passu basis) under the Securities Act under specified ... case of Albertsons Investor, such registration shall also include shares held by Kimco and Management Holdco on a
pro rata and pari passu basis) for sale under the Securities ... registration and Albertsons Investor will be entitled to include
its, Kimco's and Management Holdco's shares of common stock (on a pro rata and pad passu basis) in that
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written consent will be prohibited;
from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (or any person who
is an express assignee or designee ... Albertsons Investor, Kimco or Management Holdco's respective rights under our
certificate of incorporation (and such assignee's or designee's Affiliates)) ceases to own, in the aggregate, at least
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such provisions are as follows:
from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (as defined in Rule
12b-2 of the Exchange ... person who is an express assignee or designee of Albertsons Investor, Kimco or
Management Holdco's respective rights under our certificate of incorporation (and such assignee's or designee
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EFTA01382263Set 10
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controlled company under the applicable
rules of the NYSE, but Albertsons Investor, Kimco and Management Holdco collectively own at least 35% of our then-outstanding
common stock, Albertsons Investor shall ... Albertsons Companies, Inc. will enter into a
stockholders agreement with Albertsons Investor, Kimco and Management Holdco (the "Stockholders' Agreement"), and if a
permitted transferee or assignee of such party that
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demand registration, with specified exceptions, the rights of Albertsons Investor, Kimco and Management Holdco
or, if Albertsons Investor is no longer a Holder, the Holders, to include shares
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Albertsons Investor Holdings LLC,
KRS AB Acquisition, LLC, KRS ABS, LLC and Albertsons Management Holdco, LLC
4.2' Indenture, dated September 10, 1997, between Safeway Inc., and the Bank
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Albertsons Investor Holdings LLC,
KRS AB Acquisition, LLC, KRS ABS, LLC and Albertsons Management Holdco, LLC
4.2' Indenture, dated September 10, 1997, between Safeway Inc., and the Bank
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subject to such requirements.
Upon completion of this offering, Albertsons Investor, Kimco and Management Holdco, as a group, will control a majority of our
outstanding common stock. As a result
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