POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute

and appoint each of Aisha Barbeau, Pamela Burke and Lindsay Gray, or any one of

them, as a true and lawful attorney-in-fact of the undersigned with full powers

of substitution and revocation, for and in the name, place and stead of the

undersigned (in the undersigned's individual capacity), to execute and deliver

such forms that the undersigned may be required to file with the U.S. Securities

and Exchange Commission as a result of the undersigned's ownership of or

transactions in securities of Grocery Outlet Holding Corp. (i) pursuant to

Section 16(a) of the Securities Exchange Act of 1934, as amended, including

without limitation, statements on Form 3, Form 4 and Form 5 (including any

amendments thereto) and (ii) in connection with any applications for EDGAR

access codes, including without limitation the Form ID. The Power of Attorney

shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4 and 5 with regard to his or her ownership of or

transactions in securities of Grocery Outlet Holding Corp., unless earlier

revoked in writing. The undersigned acknowledges that Aisha Barbeau, Pamela

Burke and Lindsay Gray are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934, as amended.

                                 By:  /s/ CAREY F. JAROS
                                 ------------------------------
                                 Name: Carey F. Jaros


                                 Date: 08/31/20