Engaged Capital, LLC (together with its affiliates, “Engaged Capital”), an investment firm specializing in enhancing the value of small and mid-cap North American equities and the largest shareholder of Rent-A-Center, Inc. (“RCII” or the “Company”) (NASDAQ:RCII) with a 20.5% economic interest, today issued the following statement regarding its investment in RCII:

“We are outraged to learn that according to media reports, prior to rejecting a $15 per share offer from Vintage Capital, the board of directors of RCII received expressions of takeover interest from two other private equity firms. Neither of these prior approaches were disclosed to shareholders, even in the context of rejecting the offer from Vintage Capital.

In June, shareholders of RCII sent the board a clear and unambiguous message when they overwhelmingly elected all three of Engaged Capital’s nominees to the board, despite a pattern of entrenchment tactics from the incumbents. This wholesale rejection of the Company’s nominees included unseating CEO Mark Speese from the board, who was Chairman at the time. While we cannot know what is going on in the boardroom, we find it hard to believe that the recently elected directors, who ran on a platform to evaluate all opportunities to enhance shareholder value, would not support engaging with potential acquirers. Assuming the media reports are true, we are concerned that the four remaining incumbent directors are willfully ignoring the voices of the majority of shareholders to continue the blind pursuit of the Company’s risky turnaround plan.

While we believe that given their tenure, some of the incumbent directors may hold a personal loyalty to Mr. Speese and are willing to put their relationship with him ahead of their duties to shareholders, we are puzzled why, if true, director Rishi Garg, a partner at the Mayfield Fund and a professional investor, would support the value destructive path chosen by the incumbent directors? We are shocked at the notion that a sophisticated investor from the Mayfield Fund could be party to a board process and decisions that run contrary to the basic tenets of good corporate governance and shareholder democracy. Engaged Capital calls on Mr. Garg and the other members of the board to act as independent fiduciaries and choose a path that offers the best risk-adjusted outcome for all shareholders,” said Glenn W. Welling, Chief Investment Officer of Engaged Capital.

About Engaged Capital:

Engaged Capital, LLC (“Engaged Capital”) was established in 2012 by a group of professionals with significant experience in activist investing in North America and was seeded by Grosvenor Capital Management, L.P., one of the oldest and largest global alternative investment managers. Engaged Capital is a limited liability company owned by its principals and formed to create long-term shareholder value by bringing an owner’s perspective to the managements and boards of undervalued public companies. Engaged Capital’s efforts and resources are dedicated to a single investment style, “Constructive Activism” with a focus on delivering superior, long-term, risk-adjusted returns for investors. Engaged Capital is based in Newport Beach, California.

Bayfield Strategy, Inc.Riyaz Lalani, 416-907-9365rlalani@bayfieldstrategy.com

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