CHS Chicos FAS Inc

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I.	Chico’s FAS is Successfully Executing on a New Strategy for Profitable Growth and Value Creation

•	In less than six months, new CEO and President Shelley Broader developed a new plan, recruited new team members to drive execution, and launched multiple initiatives designed to improve the way Chico’s FAS operates, with more to come.

•	These initiatives are accelerating progress towards improved cost efficiency with total announced expected annual savings of $65 million to $85 million, with $15 million anticipated in fiscal 2016.

◦	Chico’s FAS is making significant progress towards reaching its 10% operating margin goal.

◦	In April 2016, Chico’s FAS announced the realignment of Marketing and Digital Commerce functions, with estimated annualized cost savings of approximately $14 million.

◦	In May 2016, Chico’s FAS announced three new initiatives in supply chain efficiency, non-merchandise expense reduction and marketing spend optimization, for estimated savings of $50 million to $70 million.

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II.	Chico’s FAS Board has Proactively Taken Action to Enhance Management, Board and Corporate Governance to Drive Value

•	Chico’s FAS is strengthening its management team as the Company executes the new vision for Chico’s FAS, including the appointments of Shelley Broader as CEO and President, Susan Lanigan as EVP and General Counsel and Kristin Oliver as Chief Human Resources Officer.

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The Company has demonstrated a proactive approach to corporate governance and shareholder engagement. The Board unanimously approved a proposal to declassify the Board, such that the entire Board would stand for election for a one-year term at the 2019 annual meeting. In addition, the Board adopted a formal policy limiting directors to serve on four public company Boards in addition to the Chico’s FAS Board.

•	Chico’s FAS is enhancing its Board with individuals who have the most relevant skills, expertise and track record to support the Company’s success and the execution of its strategic plan needed to drive shareholder value:

◦	Shelley Broader brings more than 25 years of experience leading premier retail businesses, with 15 years of merchandising experience including as Chief Merchandising Officer of Walmart Canada, and led the financial and operational turnaround at Kash n’ Karry.

◦	Bonnie Brooks is the current Vice Chairman of Hudson’s Bay Company and brings substantial retail, merchandising, turnaround, and digital and ecommerce skills from some of the world’s leading retailers.

◦	Janice Fields has made important contributions to Chico’s FAS as Chair of the Corporate Governance and Nominating Committee. Further, as the former President of McDonald’s USA, LLC, and a current director of Monsanto Company, she brings unique marketing, consumer brand and supply chain insights, along with experience managing multi-unit operations.

◦	William “Bill” Simon brings extensive supply chain expertise as the former President and Chief Executive Officer of Walmart U.S., with a proven track record leading large, complex global retailers with best-in-class cost structures and premier consumer brands.

III.	Barington’s Misguided Initiatives Would Jeopardize the Company’s Plan to Drive Profitable Growth and Value Creation

•	Barington has not suggested any meaningful new proposals - change was already underway at Chico’s FAS.

•	Barington’s nominees lack the skills and expertise needed today to support the Company’s progress.

•	Barington’s unsophisticated view of Chico’s FAS’ business puts the execution of the Company’s strategic plan and the delivery of real shareholder value at risk.

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