Welcome AWG AFM Vendor Partners Dan Funk Executive

Welcome AWG & AFM Vendor Partners

Dan Funk Executive Vice President Merchandising & Marketing

AFM HISTORY Founded in 1931 Norfolk, NE Elwood, KS Kenosha, WI (added in 2009) 2 A

OUR SERVICE AREA Affiliated Foods Midwest is a member-owned cooperative that serves over 800 independent grocery stores throughout a 15 -state area. 2 A

AFM STORE LOCATIONS 2 A

NEBRASKA @ 931, 444 sq. ft. 81 Acres 2 A

WISCONSIN @ 731, 396 sq. ft. Approx. 115 Acres Prime Real Estate 2 A

AWG LEADERSHIP TEAM

A Better Business Approach

Why Choose Us? We provide quality merchandise and superior support services for every retailer. Our Vision Our vision is to be the most retailer-focused and highest performing member-owned food wholesaler. Our Mission Our mission is to provide our member-retailers all the tools, products, and services they need to compete favorably in all markets served. This includes top quality supermarket merchandise and support services, all at the lowest possible cost. awginc. com

Our Divisions AWG customers are serviced from our nine modern & efficient distribution Kansas City centers, totaling more than seven million square feet. Nashville Original Location Added in 2003 Fort Scott Added in 1995 Memphis Added in 2003 Springfield Added in 1938 Southaven Added in 2003 Oklahoma City Added in 1995 States with divisions Fort Worth Added in 2007 States with AWG distribution States without AWG distribution Gulf Coast Added in 2013.

NET SALES Consolidated (Billions)

TOTAL GROSS MARGIN (Co-op only, includes cash discount)

AWG & VMC EXPENSE TREND 10 Year

CO-OP PATRONAGE (Percentage of qualifying sales)

Our Simple Business Model We make it easy for our retailers Our Members Prosper

AWG Strategic Initiatives for Growth Same Store Sales New Stores Geography Store Territory Remodels Expansion Strategic Growth VMC Always Fresh International Sales / Buying Team

AWG Mission SUBSIDIARY GROWTH Always Fresh Military Distribution Ft. Worth Nashville Valu-Merchandisers

New Nebraska / Great Lakes Team Marty Arter, Sr. Vice President & Region Manager Kenosha • Ty Anthony, VP Division Manager – Robert Rothove, Executive Director Center Store • John Tisch, Manager AWG Brands • Shannon Sanders, Ad Coordinator • Larry Portenier, Ad Coordinator – Danny Deen, Executive Director Fresh • • • Marie Voiles, Manager II Deli / Bakery Tyler Lanier, Manager II Meat Mike Grube, Manager II Produce Ed Perry, Meat Buyer Neal Haxton, Meat Buyer Dave Grunow, Produce Buyer Norfolk • Tim Myers, VP Division Manager – – – Jason Anderson, Manager II Produce Jeff Waddingham, Manager II Meat Jeff Meyer, Produce Buyer

Kansas City Corporate Leadership Team Center Store: Perishable: • • Danny Lane, Sr. VP Center Store National & Store Brands – Mark Harvey, Executive Director Category Sales – Gerald Cockerham, Executive Director, Inventory Management – Bill Hamiliton, Executive Director, Store Brands – Jim Fitterer, Director of Sales Super Ad Group – David Dunn, Director of Merchandising Jerry Edney, Sr. VP Perishables & Merchandising – – – Bo Hawkins Vice President, Corporate Meat Dan Koch Vice President, Deli / Bakery Tim Graas Executive Director, Produce

Gerald Cockerham Executive Director, Inventory Management

INVENTORY MANAGEMENT (IMD) • • • Service Level Goals Promotional Planning – Shippers / Mods Excess / Close Dated Inventory Discontinued When Out Policy Effective Communication

TRAFFIC INFORMATION • Freight Rate Notification Sheets – Rates should include Base, FSC ( Fuel Surcharge) and Unloading – Submit completed sheet to Lenn. Wetzel@awginc. com • • CPU preferred (Customer Pick-Up) Driver unload facilities- Lumpers are available No Pallet exchange Required appointment – • Managed Receiving http: //mgdrec. capstonelogistics. com AWG preferred LTL Carrier – Old Dominion

Jim Fitterer Director of Sales Super Ad Group

SUPER AD GROUP OVERVIEW • SAG Overview (today) • • 650+ Stores -- 17 Ad Groups -- Across 7 Division 25% of AWG Warehouse Sales $4. 0 Billion in Annual Retail Sales SAG Initiatives • • • Lower Cost of Goods Create Marketing Events Incorporate Shopper Marketing Programs Streamline Process and Drive Efficiencies Strategic Planning – Category & Vendor

AD GROUPS • Compare Deal files • Use Aptaris to pass allowances & bill vendors • Stores become part of an Ad Group • New Divisions (NE & GL) • New groups based on geography and marketing strategy • Existing Divisions • Stores join an existing group • Heartland Ad Group part of SAG • Deals only - Ad Planner determined by Heartland

SUPER AD GROUP • Aptaris - new vendor / vendor user sign-ups

SUPER AD GROUP • General Guidelines • SAG Deals – due 1 week prior to event release dates • Events 1 & 2: 10/5/16 • Deal Structure • Primarily AMAPs & Bill backs • Scans - negotiated to reach deep unit costs (<20% of deal) • Ad prices set off Open Stock costs >> Plts & Shippers used to enhance margin • EDLCs – Cannot exceed 98 days • Ability to execute complex deals including Buy & Save, Mix & Match, and When You Buy offers • More details and training documents will be made available

Super Ad Group KC SP OK NA ME GC K 100 AD 3 PMG ME 1 GC 1 K 200 AD 5 OKMS IGA ME 2 GC 5 K 300 ADV 1 SOLO ME 3 Heartland ETN FW ESTX NE GL AG 1 AG 2 Heartland

Mark Harvey Executive Director, Category Sales

VENDOR PACKET INFO & LOCATION i G AW m co. c n

AWGinc. com AFM / AWG Vendor Meeting Presentation 09/15/2016 Complete Vendor Packet AWG Grocery >> AWG Perishables >>

VENDOR PACKET CONTENTS • New Vendor Form – Must be completed and submitted if AWG is not currently purchasing product from the supplier – Must also be completed if there is a change in the vendor's remit address or accounts receivable (A/R) address. – Include W-9 and Certificate of Insurance • New Item Instructions/Forms – Complete according to department instructions and submit to AWG for all new item requests

VENDOR PACKET CONTENTS • Shipper Form – Must be submitted to AWG along with the New Item Form for all shippers, pallets and mods to identify the components • New Item Process, Instructions & Forms – Complete according to department instructions and submit to AWG for all new item requests • Cost Change Form – Must be submitted to the Division Buyer (Fresh Depts) or Category Manager (Center Store) with appropriate lead time requirements

VENDOR PACKET CONTENTS • Demand. Tec – Web based deal entry, sign up is required for deal submissions to AWG – Detail information given for Vendor sign-up • Freight Rate Notification – Vendor freight rates and allowances (if applicable) • Unsaleable Returns – Payment and disposition of damaged goods from store returns • Managed Receiving Registration – Traffic appointment scheduling

VENDOR PACKET CONTENTS • Accounting/Vendor Relations – AWG Connect - view Payment Status, Deduction Notices, Remittance Advice, EDI Information, and FAQs • EDI/Edict Systems – Electronic processing of Purchase Orders and Invoices • Pallet Charges – Pooled pallet charge • Pak Sense – Cold chain management temperature monitoring

VENDOR PACKET CONTENTS • Recalls/Withdrawals/Food Safety – AWG product recall, withdrawal and food safety procedures • Vendor Insurance – General insurance requirements for AWG product vendors • Dating Standards – Vendor dating requirements for products received in all facilities – Inbound dating standards by department

CENTER STORE DATING • Product Dating

CENTER STORE • BSP – Base Selling Price – Book or “regular shelf price”. Based on defined mark-up schedule by Category • Event Calendar – 13 Promotional Events annually – 53 weeks of promotion in 2016. Overlaps cover key holiday ship periods – Food shows supported by events 3 -4 -5, 6 -7 -8 -9 and 10 -11 -12 -13 • Allowances / AMAPS • • AMAP – Short term allowances Accruals – Long term allowances Allowances are effective Saturday through Monday 100% of allowance is passed

CENTER STORE • Merchandising Programs – Rebate eligible T. P. R. program – Super Sale items – Relevant, seasonal items with incremental AWG investment available for full food show ship windows (3 -4 event periods) – Event Specials – Relevant, seasonal items with incremental AWG investment available for single event ship periods – Web Blasts – Super hot, KVIs offered at best of year costs via web. – S. O. L. O. – Direct truckload shipments from vendors Billed at vendor list, net of deals plus 1%

CENTER STORE • Item selection – Matched items copied from AWG divisions – Unmatched items with sales and inventory set up in NE and GL • Product costing – Current list cost and BSP reflected – No bracket cost changes until volume is settled

CENTER STORE • You will receive a letter accompanied by a full item list to review and update information: – – – – Vendor specific List Cost Accruals Swell Dimensions Weight / Cube Ti X Hi • Please complete your item updates and return them by Friday, 9/30.

REPOSITRAK • Reposi. Trak: Compliance Management System • • • Increased Regulations Federal Food Safety Requirements Document Management Announcement later this week 30 days to enroll $480. 00 Annually

MERCHANDISING • Planograms – Kenosha division specific POGs – Norfolk division specific POGs – Additional regional items identified by category – Delivered to C. M. D. by 12/16 – Published to ARC by 1/7/16 – Contact David Dunn with questions

Jerry Edney Sr. Vice President, Perishable Merchandising

Tim Graas Executive Director, Produce

PERISHABLES • Fresh Produce – Temperature Recorders – Pak. Sense Ultra Wireless recorders required on all inbound Fresh Produce orders – Third Party Audits – All Fresh Produce suppliers required to furnish copies of all Third Party audits annually – Dating Standards apply – ITrade – preferred method of PO communication – Web Blast, Text Blast, Power Buy selling – Corporate Produce Procurement structure

PERISHABLES • Non-Fresh Produce – – All non-fresh deals run through Demand. Tec Dating Standards apply All shippers are prebook only 30 day notice on all price changes

Bo Hawkins Vice President, Corporate Meat

PERISHABLES • Meat – Temperature Recorders – Pak. Sense Ultra Wireless recorders required on inbound loads – Dating standards apply – Branded Meat procured corporately – Deals go through Demand. Tec – Web Blast, Strategic Sales, Meat Events

Dan Koch Vice President, Deli / Bakery

PERISHABLES • Deli/Bakery/Food Service – – – Procured corporately Deals go through Demand. Tec Dating standards Web Blasts, Promotional Events, Seasonal Events Menu Labeling / Nutrigen

Wholesale Nutri. Gen Vendor Portal Inter. Store ad d Uplo c yn S ta nloa Vendor C Retailer A AWG Vendor A Da Dow Vendor B • Retailer B is a wholesale member that owns Nutri. Gen with syncing. • Either on a reoccurring pull, or on demand, all vendor items stored in the hosted solution are synced with the retailer’s Nutri. Gen system allowing for easy recipe maintenance. • Wholesale recipes can optionally be synced. Retailer B

Dave Sutton President, Valu Merchandising

VALU MERCHANDISERS • Will supply all HBC, GM/Seasonal, Natural, Organic & Specialty Foods, Hispanic and Dollar • Item selection: – Matched items will be transferred to VMC warehouses after transition – Select unmatched items with sales and inventory set up in VMC – Some strategic/Cross dock Programs will continue

VMC Programs • Promotional Programs • – Advertising & Scale Events – Endcap Program – Power Buys – TPRs – Web Blast and Digital DEAL$ Category Initiatives • • Natural, Organic and Specialty Programs – Marketing Guide – Monthly Ad Flyer – Placement Program – Demos VMC Trade Shows • VMC GROWTH OPPORTUNITIES!

Danny Lane Sr. Vice President, Center Store National & Store Brands Merging AFM & AWG

TIME-LINE • • • AFM Members completed vote Surge Teams meetings w/ AFM members Review AFM Food Show orders Review & determine shipper pallet/ mod orders Buying Teams place orders SKU set up & validation Covert all stores over to SAG Vendor/ Broker validation and deal information due back Take inventory @ AFM Transition Business and Members GO LIVE 9/10 9/12 9/23 9/26 9/30 10/23 10/24

VENDOR EXPECTATIONS • Costs of Promotions – All inventories on acquisition will be price protected against AWG deals in effect at the time – Accruals, Swell and Leaker will be included • Transition fees – A Transition fee of $300. 00 per SKU, per division will be applied NE, GL divisions – Legacy AWG & VMC. • AFM vs. K 100 (Scans converted to bill-backs)

VENDOR EXPECTATIONS • Deals and Allowances – Current 10, 11, 12 and 13 allowances in place on matched items – AFM 4 th quarter allowances honored – VMC: AFM 4 th quarter allowances honored on matched items/brands – Best allowance will be passed on to former AFM Members – First PO orders placed for 2 new facilities or new distribution will need extended terms

VENDOR EXPECTATIONS • EDI compliant – DUNS suffix – Nebraska 006943062 NRNE Great Lakes 006943062 KEWI • Trade Dollars – – Ensure all trade dollars follow the cases What promotional dollars remain against AFM business? Are trade rates different? What do we gain? Promotional Calendar for 2017 • Representation – How will stores be covered? – Who will call on Headquarters and Ad Groups?

SUMMARY • AFM & AWG become stronger together • AWG continues to focus on growing the independent grocer • AWG continues to build strong partnership with Vendor/ Manufactures & Members • Leverage size & scale to drive efficiencies • AWG will be $10 Billion at Wholesale / $ 20 Billion at Retail • “STRONGER TOGETHER”

Thank you for your continued support