materially from such plans, estimates or expectations include,
among others, that (1)one or more closing conditions to the
transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including
that a governmental entity may prohibit, delay or refuse to
grant approval for the consummation of the transaction, may
require conditions, limitations or restrictions in connection
with such approvals or that the required approval of the
amended Merger Agreement by the stockholders of Rite Aid may
not be obtained; (2)the parties to the Asset Purchase
Agreement, dated as of December19, 2016, by and among Rite Aid,
WBA, Freds,Inc. and AFAE, LLC may not receive regulatory
approval or be able to complete the transactions contemplated
thereby considering the various closing conditions; (3)there
may be a material adverse change of Rite Aid or the business of
Rite Aid may suffer as a result of uncertainty surrounding the
transaction; (4)the transaction may involve unexpected costs,
liabilities or delays; (5)legal proceedings may be initiated
related to the transaction; (6)changes in economic conditions,
political conditions, changes in federal or state laws or
regulations, including the Patient Protection and Affordable
Care Act and the Health Care Education Affordability
Reconciliation Act and any regulations enacted thereunder may
occur; (7)provider and state contract changes may occur;
(8)reduction in provider payments by governmental payors may
occur; (9)the expiration of Rite Aids Medicare or Medicaid
managed care contracts by federal or state governments; (10)tax
matters; (11) there may be difficulties and delays in achieving
synergies and cost savings; and (12) other risk factors as
detailed from time to time in Rite Aids and WBAs reports filed
with the Securities and Exchange Commission (the SEC),
including Rite Aids Annual Report on Form10-K for the fiscal
year ended February27, 2016, which is available on the SECs Web
site (www.sec.gov). There can be no assurance that the merger
will be completed, or if it is completed, that it will close
within the anticipated time period or that the expected
benefits of the merger will be realized.

Rite Aid undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of
unanticipated events. Readers are cautioned not to place undue
reliance on any of these forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed strategic combination, as
amended, Rite Aid intends to file relevant materials with the
SEC, including a preliminary proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the
SEC, Rite Aid will mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed merger. INVESTORS ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain the
proxy statement, as well as other filings containing
information about Rite Aid, free of charge, from the SECs Web
site (www.sec.gov). Investors may also obtain Rite Aids SEC
filings in connection with the transaction, free of charge,
from Rite Aids Web site (www.RiteAid.com) under the link
Investor Relations and then under the tab SEC Filings, or by
directing a request to Rite Aid, Byron Purcell, Attention:
Senior Director, Treasury Services Investor Relations.

Participants in the Merger Solicitation

The directors, executive officers and employees of Rite Aid and
other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction.
Information regarding Rite Aids directors and executive
officers is available in its definitive proxy statement for its
2016 annual meeting of stockholders filed with the SEC on
May13, 2016. This document can be obtained free of charge from
the sources indicated above. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the proxy statement when it becomes available. This
communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section10 of
the Securities Act of 1933, as amended.