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Acquisition of Canada Safeway by Sobeys June 12, 2013

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Acquisition of Canada Safeway by Sobeys June 12, 2013 Acquisition of Canada Safeway by Sobeys June 12, 2013 “Safe Harbour” Disclosure FORWARD-LOOKING INFORMATION Certain statements made in this presentation that are not current or historical factual statements may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information in this presentation includes, but is not limited to, statements regarding the timing and completion of the proposed acquisition (including the final number of locations), final financing breakdown (including the amount of bridge financing drawn and the timing of paying back any bridge financing drawn), timing and value of expected synergies, the effective acquisition multiple and accretion (which may be impacted by the offering price of any equity offering and other final financing arrangements), market share, competitive position, growth prospects, benefits from economies of scale, future business strategy, expectations regarding operations and future oriented financial information such as estimates regarding future sales, revenues, margins, cash flows, costs and other financial and credit metrics. When used in this presentation, forward-looking information may be qualified by words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will” and other similar terminology suggesting future outcomes or statements regarding an outlook. The forward-looking information disclosed herein involves numerous assumptions, known and unknown risks, uncertainties and other factors, many of which are beyond the control of Empire or Sobeys which may cause actual events, results, performance or achievements of Empire, Sobeys and Canada Safeway to be materially different from those expressed or implied by such forward-looking information. These factors include, among other things: (i) the number of stores that Sobeys may be required to divest as a condition of required regulatory approvals; (ii) the ability of Empire/Sobeys/Canada Safeway to achieve expected synergies and the timing of same; (iii) the ability of Empire/Sobeys/Canada Safeway to predict and adapt to changing consumer tastes, preferences and spending patterns; (iv) risks relating to the satisfaction of the conditions to closing the transaction and the related financing arrangements; (v) the ability of Empire/Sobeys/Canada Safeway to protect its intellectual property; (vi) the expected pace of expansion of Empire’s/Sobeys’/Canada Safeway’s operations; (vii) the absence of material litigation; (viii) future results being similar to historical results; (ix) expectations related to future general economic and market conditions, including debt and equity capital markets; (x) expectations concerning the future legislative and regulatory environment in which Empire/Sobeys/Canada Safeway operates; (xi) effectiveness of integration efforts; (xii) ability of the Sale-Leaseback and sales of other real estate and non-core assets to be completed on favourable terms, or at all, and the timing of same; and (xiii) such other risks as described in detail from time to time in documents filed by Empire or Sobeys with securities regulatory authorities in Canada. While these assumptions, risks and uncertainties do not represent a complete list of factors which may cause events to be materially different than those expressed or implied by forward-looking statements in this presentation, they should be considered carefully. While the forward-looking information contained herein is based on estimates and assumptions made by management in light of its experience, perception of historical trends, current conditions and expected future developments, all of which is believed to be reasonable, accurate and reliable, neither Empire, Sobeys nor their affiliates, officers, directors, agents and representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of such information or of any other written or oral information disclosed in or implied by this presentation, and Empire and Sobeys, their affiliates, officers, directors, agents and representatives expressly disclaim any responsibility or liability in connection therewith or arising therefrom. The forward-looking information contained in this presentation reflects management’s current expectations regarding future events and operating performance, speaks only as of the date of this presentation and is expressly qualified by this cautionary statement. Neither the Company nor Sobeys undertakes to update any forward-looking statements that may be made from time to time by them or on their behalf other than as required by applicable securities laws. There can be no assurance that the transaction will close or that an equity or debt offering will be undertaken or completed in whole or in part or the timing of any such transaction. No securities will be offered or sold in the United States or to U.S. persons absent registration under the U.S. Securities Act of 1933 or the availability of an applicable exemption from such registration. This presentation does not constitute a solicitation of an offer to purchase, or an offer to sell, securities in the United States or elsewhere. Sobeys has not yet entered into any agreements to sell any real estate or other assets and there is no guarantee that any real estate or other assets will in fact be sold, and actual net proceeds from any such transaction is uncertain. Closing of the transaction is not conditional on the completion of any of the foregoing. This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities. NON-IFRS MEASURES This presentation makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of operations from management’s perspective. Accordingly, non-IFRS measures should never be considered in isolation nor as a substitute for analysis of financial information reported under IFRS. Management presents non-IFRS measures, specifically EBITDA, adjusted EBITDA, adjusted net earnings and free cash flow as it believes these non-IFRS measures are frequently used by securities analysts, investors and other interested parties as measures of financial performance and to provide a supplemental measure of operating performance and thus highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures. The definitions of the non-IFRS measures contained in this presentation are as follows: EBITDA is calculated as net earnings before net finance costs, income taxes and depreciation and amortization of intangibles. Adjusted EBITDA and adjusted net earnings are calculated as the base number adjusted for: (i) items as they will be applicable to Sobeys on a pro forma basis following the transaction including management, IT and royalty fees, interest income and stock-based compensation charges; (ii) changes in accounting policies and foreign exchange; and (iii) items which are considered by management as not indicative of underlying business operating performance such as gain/loss on the disposal of assets. Free cash flow is calculated as cash flow from operating activities, plus proceeds on disposal of property, equipment and investment property, less property, equipment and investment property purchases. 2 All references herein are to Canadian dollars. Transaction Overview On June 12, 2013, Sobeys entered into an agreement with Safeway Inc. to purchase substantially all of Canada Safeway’s assets for C$5.8 billion (1) in cash (the “Acquisition”) Canada Safeway is a leading Western Canadian food retailer with exceptional store locations • 213 full service grocery stores under the Safeway banner • 199 in-store pharmacies • 62 co-located fuel stations, 12 manufacturing facilities and 10 liquor stores • Strong management team • Revenue of $6.7 (2) billion and adjusted EBITDA of approximately $513 million (2) Conservative acquisition financing with the majority of funds expected to be from an Empire equity issue and asset sales, including a $1.0 billion sale and leaseback of acquired Canada Safeway real estate (the “Sale-Leaseback Transaction”) Effective acquisition multiple of 7.4x after giving effect to synergies, assumed capital leases and the Sale-Leaseback Transaction Continues Empire’s focus on food retail and related real estate Closing expected in fall 2013, following the Competition Bureau review period 3 (1) Subject to a working capital adjustment, plus the assumption of certain liabilities (2) For the 52-week period ended March 23, 2013 Transaction Rationale Creation of a new platform for growth Positions Sobeys as a leading grocer in Western Canada and the #1 grocer in the fast-growing Alberta market Solidifies Sobeys’ #2 position nationally with pro forma revenue of approximately $24 billion Canada Safeway has an exceptional store network in sought-after locations and $1.8 billion (1) in owned real estate Aligned corporate strategy – both companies have complementary offerings, are focused on excellence in fresh food and represent a great cultural fit Strengthens Sobeys’ talent base Identified cost synergies of approximately $200
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