Exhibit 99.12

250 PARKCENTER BOULEVARD P.O. BOX 20 BOISE, ID 83726 SUBMIT YOUR PROXY BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. SUBMIT YOUR PROXY BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. SUBMIT YOUR PROXY BY MAIL - Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Albertson’s, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.   PLEASE DO NOT RETURN THE PROXY CARD BELOW IF YOU VOTE BY TELEPHONE OR INTERNET.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS        

DETACH AND RETURN THIS PORTION ONLY                    

THESE INSTRUCTIONS ARE VALID ONLY WHEN SIGNED AND DATED.
ALBERTSONS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
		For	Against	Abstain
1.	TO ADOPT THE MERGER AGREEMENT	O	O	O
2.	TO ADOPT THE CHARTER AMENDMENT	O	O	O
3.	TO ADJOURN THE ALBERTSONS SPECIAL MEETING INCLUDING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES	O	O	O
This proxy should be signed exactly as name appears hereon. The full name or capacity of any person signing for a corporation, partnership, trust or estate should be indicated. If shares are held in multiple names, at least one must sign.
Please indicate if you are providing information on the reverse side.				O
		Yes	No
I agree to provide voting instructions for any Undirected Shares in the ASRE.		O	O
Please indicate if you plan to attend this meeting.		O	O

Signature [PLEASE SIGN WITHIN BOX] Date            

SPECIAL MEETING OF SHAREHOLDERS

May 30, 2006

9:00 A.M. EASTERN TIME

OFFICES OF SULLIVAN & CROMWELL LLP

125 Broad Street

37th Floor

New York, New York 10004

* FOLD AND DETACH HERE *

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

ALBERTSON’S, INC.

The undersigned hereby appoints Lawrence R. Johnston, Felicia D. Thornton and John R. Sims, and each of them, as proxies for the undersigned, each with full power of substitution, to represent the undersigned and to vote all shares of Common Stock of Albertson’s, Inc. (the “Company”) that the undersigned is entitled to vote (excluding shares allocated to my account under the Albertsons Savings & Retirement Estates (ASRE) (the “Plan”)) in the manner indicated on the reverse side hereof, and with discretionary authority as to any other matters that may properly come before the Company’s Special Meeting of Shareholders to be held on May 30, 2006, and at any and all adjournments or postponements thereof (the “Special Meeting”). If a choice is noted on the reverse side hereof, the proxies will follow your instructions. If no indication is made, at the Special Meeting, the proxies will vote (1) FOR the adoption of the Merger Agreement, as it may be amended from time to time; (2) FOR the adoption of the Charter Amendment; and (3) FOR any proposal to adjourn the Special Meeting including, if necessary, to permit further solicitation of proxies.

The undersigned, if a participant in the Albertsons Savings & Retirement Estates (ASRE) hereby also directs the Trustees of the Plan to vote, in accordance with the instructions given on the reverse side hereof, the shares of Company Common Stock allocated to the account of the undersigned at the Special Meeting. The undersigned also may elect to have his/her voting instruction applied to a proportionate number of shares allocated to the accounts of other participants in the Plan as of April 24, 2006 for which no instructions were timely received (“Undirected Shares”). The number of Undirected Shares for which the undersigned may provide voting instructions is equal to the product of the total number of Undirected Shares, multiplied by a fraction, the numerator of which is the number of shares in the undersigned’s Plan

account for which the undersigned provides voting instructions, and the denominator of which is the total number of shares of all participants who have given the Trustee voting instructions with respect to Undirected Shares. Because the undersigned acts as a “named fiduciary” under the Employee Retirement Income Security Act of 1974 with respect to providing instructions for the Undirected Shares, the undersigned may agree to provide instructions for Undirected Shares by checking the appropriate box on the reverse side of this card or by leaving both boxes on the Undirected Shares line unchecked.

*****

ATTENDANCE AT THE SPECIAL MEETING WILL BE LIMITED TO PERSONS PRESENTING AN ADMISSION CARD AND PICTURE IDENTIFICATION. IF YOU PLAN TO ATTEND THE MEETING, YOU MUST COMPLETE AND RETURN THE ADVANCE REGISTRATION REQUEST SET FORTH BELOW AND FOLLOW THE INSTRUCTIONS INCLUDED IN THE JOINT PROXY STATEMENT/PROSPECTUS. YOUR ADMISSION CARD WILL BE SENT TO YOU.

NAME AND COMPLETE MAILING ADDRESS:

NAME(S) OF ANY FAMILY MEMBER(S) WHO WILL ACCOMPANY YOU:

NAME, ADDRESS AND PHONE NUMBER OF ANY REPRESENTATIVE WHO WILL BE

ATTENDING ON YOUR BEHALF:

(PLEASE DATE AND SIGN ON REVERSE SIDE)