EX-99.1 2 dex991.htm PRESENTATION PROVIDED TO RISKMETRICS GROUP, INC. Presentation provided to RiskMetrics Group, Inc.
Board and Management Presentation to
RiskMetrics
Group
April 9, 2009
Jennifer Salopek
Non-Executive Chairman
Michael Blitzer
Director
John Goodman
Chief Executive Officer
Emilia Fabricant
President & Chief Merchandising Officer
Fred Silny
Chief Financial Officer
Exhibit 99.1

1
Important Notices
SAFE
HARBOR
STATEMENT
UNDER
THE
PRIVATE
SECURITIES
LITIGATION
REFORM
ACT
OF
1995:
Except
for
the
historical
information
contained
herein,
this
press
release
contains
forward-looking
statements.
Such
statements
include,
but
are
not
limited
to,
the
results
of
our
process for evaluating strategic alternatives for the Company and expectations regarding future growth and benefits from the Company’s
strategic plan, and new management team, as well as projections of the Company’s second quarter and third quarter financial results.  Such
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical
results or from any results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited
to, the risks that the Company will not receive indications of interest from potential purchasers or will not receive indications of interest that
the Board considers acceptable, the Company will not achieve anticipated financial results or be able to execute its new strategic plan as
intended,
the
Company
will
not
open
new
Charlotte
Russe
stores
or
remodel
existing
stores
in
the
numbers
or
on
the
schedule
anticipated,
general and regional economic conditions, industry trends, consumer demands and preferences, competition from other retailers and
uncertainties generally associated with women’s apparel and accessory retailing. A description of these factors, as well as others that could
affect the Company’s business, is set forth in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the
Securities and Exchange Commission.
IMPORTANT
INFORMATION:
Charlotte
Russe
Holding,
Inc.
filed
a
definitive
proxy
statement
with
the
U.S.
Securities
and
Exchange
Commission
on
March
23,
2009
relating
to
Charlotte
Russe’s
solicitation
of
proxies
from
the
stockholders
of
Charlotte
Russe
with
respect
to
the
Charlotte
Russe
2009
annual
meeting
of
stockholders.
Charlotte
Russe
and
its
directors
and
certain
of
its
officers
and
other
employees
may
be
deemed
to
be participants in the solicitation of proxies for the 2009 annual meeting. The proxy statement contains detailed information regarding the
names,
affiliation
and
interests
of
individuals
who
may
be
deemed
participants
in
the
solicitation
of
proxies
of
Charlotte
Russe’s
stockholders.
Charlotte Russe
has filed a proxy statement and other relevant documents, including a white proxy card. CHARLOTTE RUSSE ADVISES SECURITY
HOLDERS
TO
READ
THE
PROXY
STATEMENT
AND
OTHER
RELEVANT
DOCUMENTS
THAT
HAVE
BEEN
AND
WILL
BE
FILED
WITH
THE
SECURITIES
AND
EXCHANGE
COMMISSION,
BECAUSE
THEY
CONTAIN
IMPORTANT
INFORMATION.
Charlotte
Russe’s
proxy
statement
and
other
relevant
documents
may
be
obtained
without
charge
from
the
SEC’s
website
at
www.sec.gov
and
from
Charlotte
Russe
at
www.charlotterusse.com.
You
may
also
obtain
a
free
copy
of
Charlotte
Russe’s
definitive
proxy
statement
by
writing
to
the
Corporate
Secretary
at
4645
Morena
Boulevard,
San
Diego,
California 92117.

2
Agenda
Introduction to Charlotte Russe
Timeline
Legacy Issues
Experienced Management Team
Transforming Charlotte Russe
New Strategic Plan
Results
Sale Process: Working to Maximize Shareholder Value
Response to Allan Karp Proxy Challenge
Experienced Board and Best Practices Corporate Governance
Summary

3
Introduction to Charlotte Russe
Mall-based specialty retailer for fashion-savvy women in teens and twenties
Operates 496 stores in 45 states and Puerto Rico
Provider of fashion-forward, value-priced apparel and accessories with focus
on lifestyle trends
Merchandise sold under well-known proprietary labels Charlotte Russe,
Refuge, blu
Chic and People’s Liberation (Fall ’09)
Board and management are addressing significant legacy issues from
Karp-era that were eroding shareholder value
Karp’s agenda would turn back the clock and block value-creating
initiatives
Why We’re Here

4
Charlotte Russe
Timeline
1975
1997
1999
2006
2007
New Director Entered
Karp/Old Management Related Actions
New Board/New Management Related Actions
Charlotte
Russe
founded
in
Carlsbad
Charlotte
Russe
completes
initial public offering
7/07 -
Karp resigns
from Board
11/07 -
Karp seeks
to buy Company
2/07 –
SKM sells remaining
stake at near-peak price
11/06 -
Old management
forecasts double-digit
operating margins
7/08-8/08 –Old
management team
leaves Company
3/09 -
Karp submits nominees to Board; Declines to
participate in competitive sale process
2/07 -
Board questions business performance
and absence of long-range strategy
7/07 –Old
management
retracts operating
margin goal
1/08
-
Board
retains
Marak
on
to
advise
on development of a strategic plan
8/07 -
Board increasingly concerned over
deterioration of key business metrics
1/09 -
Board
announces
evaluating strategic
alternatives,
including possible
sale
2009
+370 stores added
8/08 –
12/08 -
Company takes
significant markdowns to
address legacy inventory
issues
and
store
impairment
charges
to recognize poor
profitability of the fleet
Saunders Karp Megrue
(SKM) acquires 95% of
Charlotte
Russe
(35
stores)
10/07 –
Board initiates a strategic review of
the business
11/08 -
Karp publicly announces second
attempt to buy Company;  Files 13-D days
later suggesting lower price; withdraws offer
11/08 -
Board names new management
team to advance strategic plan
2008

5
Legacy Issues
From
Charlotte
Russe
IPO
in
1999
through
2007,
Allan
Karp
was
a
Board
member
and
single
largest
shareholder in the Company
Karp controlled 2 of 4 independent Board seats and was considered by other directors to be the    
de facto leader of Board as Company carried out strategy to boost top-line growth by expanding
fleet (adding 370 new stores in 8 years, a 10-fold increase)
In mid-2006, old management team set goal of delivering double-digit operating margins.  Later it
said it could achieve operating margins of 10% or better within 12 to 18 months
Stock
prices
were
near
historic
highs
in
early
2007
while
margin
predictions
were
in
effect;
During
t
his period, Karp sold substantially all his shares at high prices and shortly thereafter resigned from
the Board
Downward
revision
of
operating
margin
guidance
by
old
management
team
in
July
’07
negatively
impacted
Charlotte
Russe
stock
price
Poor
merchandising
left
Charlotte
Russe
competitively
challenged
New Board recognized eroding value, challenged old management team
In reality, rapid store growth and drive for short-term results saddled Company with abundance of
oversized stores in sub-par locations with unfavorable leases and led to declining per store
productivity (lowest sales per square foot of its peer group)

6
Lowest Sales Per Square Foot
Rapid store expansion and large store format left Company with lowest sales
per square foot of its competitor group
Teen Apparel
Sales/Square Foot*
Urban Outfitters
620.0
Bebe
586.0
Aeropostale
572.0
J. Crew Group
551.0
American Eagle Outfitters
521.0
Guess?
504.0
Hot Topic
480.0
Abercrombie & Fitch
438.0
Zumiez
424.0
Buckle
423.0
dELiA*s
350.0
Pacific Sunwear
350.0
Wet Seal
300.0
Tween
Brands
255.0
Charlotte Russe
253.0
*Compiled from recent SEC filings and industry research (see addendum)

7
No cohesive fashion point of view, too much inventory and poor store layout
was turning off customers and eroding value
Poor Merchandising

8
Addressing Legacy Issues
Mid-2007, the Board moves aggressively to address deteriorating business conditions caused by rapid
expansion, inadequate controls and poor merchandising
Initiates comprehensive review of business model, performance and strategic direction; hires
Marakon
(retail consultant) to assist as it considers new strategic approach
Board determines more discipline against basic retail operating metrics would improve performance
and profitability
In Mid-2008, Board develops new five-pronged strategy to correct legacy of errors and solve
operational,
merchandising
and
inventory
performance
issues
that
kept
Company
from
achieving
full potential
Summer
2008,
Board
determines
transforming
Charlotte
Russe
requires
different
management
skill
set; Old management team departs; Board steps in on interim basis while conducting search for
experienced new team to lead transformation, instill business process discipline and address new
competitive challenges 
Interim
management
and
Board
elect
to
take
significant
markdowns
to
address
legacy
inventory
issue and
store
impairment
charges
(additional
markddowns
required
in
subsequent
quarters)
November 2008, Board hires new team with extensive operations, merchandising and financial
expertise to advance strategic plan

9
Hires Highly-Experienced Management Team
John Goodman
Chief Executive Officer
Emilia Fabricant
President and CMO
Fred Silny
Chief Financial Officer
Accomplished merchant and
operator with 25 years experience
in the department, specialty, mass,
and mid-tier channels
Proven track record identifying and
exploiting long-term operational &
structural opportunities
Merchandising, product
procurement, store management,
real estate development, inventory
control and brand management
expertise
Junior (fast-fashion) experience at
Kmart and Mervyns
Accomplished and innovative retail
industry executive
Savvy merchandiser
Extensive women’s designer
specialty and department store
experience defining & building
brands; Developing effective
merchandising, marketing,
sourcing and e-commerce
strategies; Expanding market
penetration; Boosting brand
recognition and maximizing vendor
and supplier relationships
Contemporary (fast-fashion)
experience at Barneys New York
Accomplished executive with
proven financial experience
Established track record of instilling
financial discipline and
implementing procedures to
enhance operational efficiency
Strong strategic focus, history of
seeking the best returns on
invested capital
30 years experience mostly in retail
and consumer products; 5 years
experience in junior (fast-fashion)
at Guess?
They joined Edward Wong, Chief Operating Officer and Sandra Tillett, Executive Vice
President, Director of Stores to form highly-qualified leadership team with +100 years of
experience at leading retailers, including Mervyns, Dockers, Kmart, Gap, Old Navy,
Banana Republic, Bloomingdale’s, Cadeau
Maternity, Barneys New York and Guess?

Transforming Charlotte Russe

11
Transforming Charlotte Russe
into a Top-tier Retailer:
Management Team Achieving Results from Five Point Initiatives
Relaunching
Charlotte
Russe
as
leading
brand
to
better
serve
current
customers and capture expanded base through enhanced
design, quality and style
Brand
Positioning
Merchandise
Assortment
Enhancing product mix through improved planning, production, design
and execution
Inventory
Optimization
Refining buying process and bring greater level of discipline to
inventory planning and allocation
Real Estate
Productivity
Pursuing more proactive approach to managing fleet and maximizing
unit
level
contribution
and
return
on
invested
capital
Utilizing disciplined return oriented approach to capital utilization
Capital
Utilization

12
Significant Progress in Advancing the Plan
Strengthening brand positioning to achieve larger market share of more
affluent 21-29 year-old while maintaining leading position with 16-24 year old
value conscious shopper
Enhancing shopping experience through a more boutique environment to increase
customer conversion
Developing market plan (inside and outside store) to build awareness around new
brand positioning
Ensuring full alignment of all customer facing elements (store design, staff, website,
etc.) with brand positioning  
Creating a service proposition that is more engaging, trend focused and distinctive
Enhancing merchandising processes through new in-store tools and capabilities
Entering strategic partnerships that increase brand credibility among target
customers (i.e. People’s Liberation)

13
Significant Progress in Advancing the Plan
Cultivating merchandising, planning and production team to work cohesively with one
vision to deliver brand with single strategic point of view
Merchandising and marketing clothes as collections and outfits versus individual pieces
Enhancing fashion quality, fit selection and profitability of some key product categories
Creating sourcing model that optimizes balance between speed to market, gross margin and
quality
Establishing
assortment
planning
process
tool
to
execute
more
accurate
strategies
by
category
attributes
Developing product offer that is tailored across store clusters based on differences in customer
needs and historical store performance
Managing delivery flows by shortening deliveries from eight weeks to six
Increasing footwear sales through improved assortment planning and inventory management and
further emphasis on customer service model 
Offering 30% fewer style and color choices in March 2009 than a year ago
Better matching our merchandise with current fashion trends at lower inventory levels
Full-price,
non
clearance
sell
through
for
March
2009
improved
by
180
basis
points
versus a year ago despite the current poor retail environment and the Easter shift

14
Significant Progress in Advancing the Plan
Focusing marketing and visual representation on delivering absolute clarity of
Charlotte Russe
offer and brand positioning to the customer
Ensuring look and feel of brand reflected in store environment and online
Developing new standards for floor set calendar to maximize inventory flow
coordinated with marketing and mannequin changes
Utilizing
aspirational
marketing
that
demonstrates
versatility
of
product
to
customer
Adjusting
inventory
levels
and
flow
(by
store)
to
maximize
shoppability
of
fixtures
Upgrading product knowledge among team members
Enhancing denim as competitive differentiation for Charlotte Russe
Delivering
a
broader
denim
offer
that
increases
current
4%
“wallet”
share
among
customer base
Increased initial mark-up percentage of Refuge (now majority of denim business at
$29.99) through greater import penetration
Expanded into higher price premium denim through exclusive People’s Liberation
partnership
to
fulfill
customers’
needs
and
grow
market
share

15
Improved Merchandising

16
Significant Progress in Advancing the Plan
Enhancing profitability of real estate
Negotiating rent relief, savings of $2.3M to date
Renegotiating existing store leases, as appropriate
Structuring leases for both the short and long-term profitability of the store
Tailoring new store size and format to a smaller 5,500 sq. ft. footprint, thereby
improving productivity
Selectively
add
more
“A”
mall
locations
where
the
Company
is
under-penetrated
Developing outlet strategy with specific merchandise catered to target customer
47 outlets stores now regularly priced with no product differentiation
Bringing new operating discipline
Comp store inventory down over 18% March ’09 vs. March ’08
Reducing SG&A for 2009 through headcount and expense reduction
Savings of over $1M per quarter
10% corporate headcount reduction
Smaller reduction in store operations headcount

17
Strategic Plan is Delivering Results (2Q Earnings)
2Q ’09 Preliminary Financial Results*
Net sales increased 3.3% to $191.2M
Comp store inventories down over 18% compared to March ‘08
Diluted
loss
per
share
expected
to
be
in
the
range
of
$(0.06)
to
$(0.03)
Non-GAAP
diluted
earnings
per
share,
excluding
anticipated
expenses,
expected
to
be in the range of $0.02 to $0.05 compared to non-GAAP diluted loss per share in the
range of $(0.20) to $(0.10)
No long-term debt and expected cash between $49M and $52M
3Q ’09 Guidance
Non-GAAP diluted earnings per share are expected to be in the range of $0.17 to
$0.27
Comparable store sales to be in the negative low-single digit to positive low-single
digit range vs. comparable store sales decline of 6.5% in 3Q ’08
Results primarily driven by better than expected gross margin performance
and careful expense control
* See Charlotte Russe’s
April 8, 2009 press release for more information

18
Transformation Summary
Five-pronged strategy is compelling roadmap that is transforming Charlotte
Russe
into
top-tier
fast
fashion
retailer
Focus is now on unit level profitability and less on unit growth
Charlotte
Russe
was
losing
its
customers;
We
are
now
repositioning
stores
and
inventory to appeal to target customers and meet or beat competition
Holding people accountable to delivering results
No money will be spent without an appropriate return on investment

Working to Maximize
Shareholder Value

20
Fair and Impartial Sale Process
Given extremely challenging retail environment, Company announced it was engaged in
a strategic review of alternatives, including a potential sale of the Company on 
January 21
-
one
month
before
KarpReilly
launched
proxy
contest
In direct response to shareholders and numerous expressions of interest from financial
and strategic buyers, the Company began a fair and impartial sale process
Encouraged
by
level
of
interest
from
potential
purchasers;
First
bids
due
in
April
Expect to ask limited number of finalists to refine indications of interest for further
evaluation by Board
Board believes process is in best interests of all shareholders
No assurance that a transaction will be done
Karp Opposes This Initiative;
Wants To Derail Fair, Impartial Process

Response to Allan Karp
Proxy Challenge

22
Karp’s History of Opportunistic Actions

23
Karp Era at Charlotte Russe

24
Karp Era at Children’s Place
Management/Board Change

25
Children’s Place: Analyst Commentary
“PLCE now has a non-binding letter of intent to acquire and operate Disney stores under a license agreement. We
remain
cautious.
As
we
have
said
before,
we
think
this
acquisition
is
a
mistake
and
will
be
a
distraction
to
the 
management team that has an inconsistent execution track record.”
Anne-Marie Peterson, Thomas Wiesel
June 3, 2004
“For us, the real issue is that PLCE needs to resolve is merchandising and inventory misses at TCP, and there remains
little visibility there near term.”
Dorothy S. Lakner, CIBC World Markets
September 26, 2007
“Children’s Place recently hired retail consultants to help identify bloated areas of its cost structure. Management
acknowledged
that
expense
controls
had
slackened
in
recent
years
as
strategic
focus
was
weighted
towards
fueling
top-
line
and square footage growth without disciplined rationalization of ROI.”
Linda Tsai, MKM Partners
February 28, 2008

26
Karp Era at Dollar Tree
Management/Board Change
Stock Buyback

27
Dollar Tree: Analyst Commentary
“We remain concerned that Dollar Tree's larger store format is diluting most key operating metrics. As this concept
becomes a bigger part of Dollar Tree's square footage, sales productivity, operating margin, new store productivity and
ROA continue to decline from peak levels.”
Alex Brown/Deutsche Bank
October 24, 2001
“The company has been aggressively building bigger stores (8,000-10,000 selling square feet), while expanding the
footage of existing smaller stores (4,000-6,000 selling square feet). While management indicates that customers prefer
the layout
and
the
larger
stores
produce
higher
selling
volumes,
we
have
been
concerned
about
the
company’s
declining
return on invested capital (14% estimated in 2003 versus 20% in 1999) with the declines in sales per square foot
attributable partly to store mix (sales per square foot of $175 for small stores, $140 for large).”
Mark Miller, William Blair
October 13, 2003
“DLTR’s
investments
in
bigger
stores
and
expanded
distribution
capacity
have
pressured
the
company's
return
on
assets.
A number of key metrics, including sales per square foot, operating profit per square foot, inventory turns, and lease-
adjusted ROA, have deteriorated since 1999 as the company has built larger stores to respond to changing customer
preferences.”
Meredith Adler, Lehman Brothers
February 24, 2005
“In fact, a number of key metrics, including sales per square foot, operating profit per square foot, inventory turns, and
lease-adjusted ROA, all deteriorated from 1999-2004 as the company built larger stores. This deterioration is moderating
with better performance in the 2005 class of stores. Nonetheless, the original idea that bigger stores allowed the
company
to
respond
better
to
changes
in
customer
preferences
has
not
shown
itself
to
be
fully
successful
to
date.”
Meredith Adler, Lehman Brothers
November 23, 2005

28
Karp’s Private Company Track Record
Souper
Salads
Inc.
–
bankrupt
after
10-years
of
ownership
California
Café
Restaurant
Corp
–
bankrupt
after
six
years
of
involvement
(too rapid expansion)
Party
Concepts
Inc.
–
bankrupt
after
three
years
of
involvement
(failed
“growth by acquisition”
project)
World
Bazaars,
Inc.
–
liquidates
after
20
months
of
involvement

29
Karp Has No Plan To Enhance Charlotte Russe
Karp has no mature retailing experience and no specific plan to improve
performance; No evidence he plans to submit one
Karp repeatedly tried to buy Charlotte Russe
at depressed stock levels
Most recently, he submitted a vague public proposal only to announce a few days
later
the
acquisition
“may
be
at
a
lower
valuation”
and
then
he
withdrew
it
altogether shortly thereafter
Now he publicly scoffs at our fair and impartial sale process
No evidence Karp has abandoned his plan to buy Charlotte Russe, but he
declines to participate directly in a process where he would have to compete
with other investors and potential buyers
Current Board and Management Are Executing on Detailed Plan
That is Delivering Results and Moving the Company Forward

30
Karp Slate Are Not the Right Candidates
Messrs. Shaked
and Bitton:
Have no public company board experience
No practical experience overseeing operation of publicly traded company, much less major
national retailer like Charlotte Russe
No
experience
carrying
out
fiduciary
responsibilities
to
protect
shareholder
interest
Are direct competitors
Each heads or supplies a fashion retail company that directly competes with Charlotte Russe
Mr. Shaked
Tilly’s
-
competes directly with Company for
customers, employees and retail space in
important markets in California, Nevada and
Florida, among others
Mr. Bitton
Buffalo David Bitton
–
originally made its name
in denim –
a vital category with over $100
million in sales for Charlotte Russe
Now competes with Company and vendors
across wide product spectrum
If elected, would have access to important competitive information on Company’s
marketing and sales plans, financing, real estate strategy, vendor relationships and costs
Mr. Bitton
subject of multiple cases of civil litigation in Canada 

Experienced Board & Best Corporate
Governance Practices

32
Board is Active and Engaged
Board stepped in to fix business and is very engaged; Frequent meetings and
discussions, 26 board meetings and 34 committee meetings throughout 2008
Members have frequent in-depth meetings with business unit leaders
Regularly monitors strategic plan implementation
Actively engaged in monitoring of sale process; Receiving regular updates
from investment banker
Actively participated in recruitment of new management team
Committed to enhancing shareholder value

33
Strong Corporate Governance
Structure & Composition
Roles of Chairman and CEO separated
No staggered board; Full Board elected annually to one-year terms
Five independent and two management Directors
Five of the seven board members were newly elected in last four years: Longer tenure directors understand historical
perspective, shorter tenure brings new insights, questions and debate
Compensation
Interests aligned with shareholders through director stock ownership requirements
Executive pay and compensation aligned with performance
Compensation packages determined by Compensation Committee, comprised solely of independent directors, based
on advice of independent compensation consultant
Established a formal performance review process for CEO and section 16 officers of the company
Responsive to Shareholders
Directors
may
be
removed
with
or
without
cause
by
a
majority
of
the
shares
entitled
to
vote
Shareholders may act by written consent
Instituted an annual Board self-assessment
Initiated director continuing education requirements
Instituted succession planning
Charlotte Russe
Corporate Governance Quotient (CGQ) is better than 76.1% retailing companies and 
72.5% S&P 500 companies
Rights plan does not preclude an acquisition that is in the opinion of the Board in the best interests of
stockholders

34
Experienced, Highly Qualified, Diversified Board
Jennifer Salopek
Director Since 2006
Former
EVP
–
Tommy
Hilfiger
Corporation
Former lead Partner –
PricewaterhouseCoopers
Consulting
Former SVP of Retail, VP
Strategic
Planning–
Calvin
Klein
Len Mogil
Director Since 2001
Former Interim CEO & CFO –
Charlotte Russe
Former
Group
EVP–
Phillips-
Van Heusen Corp.
Emilia Fabricant
Director Since 2008
Former President & Chief
Merchandise
Officer
–
babystyle
Former Founder & CEO –
Cadeau
Maternity
Former
President
–
Katayone
Adeli
Former
SVP
–
Barneys
New
York, Inc.
Independent Director
Independent Director
Management Director
Audit Committee, Nominating and
Corporate Governance Committee

35
Experienced, Highly Qualified, Diversified Board
Michael J. Blitzer
Director Since 2007
Former Vice Chairman –
Phillips-Van Heusen Corp.
Former Director –
Kate
Spade, LLC
Former Director –
LeSportsac
Inc.
Paul R. Del Rossi
Director Since 2000
Chairman &CEO -
Northfork
Partners, LLC
Former Chairman, CEO &
President -
General
Cinema Theaters
John Goodman
Director Since 2008
Former CEO & President –
Mervyn’s
Former President &
General Manager Dockers
Brand –
Levi Strauss & Co.
Former Senior Vice
President & Chief Apparel
& Home Officer –
Kmart
Corporation
Former Senior Vice
President, Merchandising,
Planning and Production –
Gap, Inc.
Herbert J. Kleinberger
Director Since 2007
Former Leader of Global
Retail Strategy Practice–
IBM’s Global Business
Services Group
Former Leader of Retail
Consulting Practice–
PricewaterhouseCoopers
Consulting
Independent Director
Independent Director
Management Director
Independent Director
Audit Committee,
Compensation Committee
Compensation Committee,
Nominating and Corporate
Governance Committee
Audit Committee,
Compensation Committee

Summary:
Reject Karp Slate
Vote the WHITE Proxy Card

37
Reject Karp Slate
Mr. Karp was de facto leader of Board when Company pursued a strategy to boost top-line growth,
resulting in current legacy issues
Mr. Karp has twice tried to buy Charlotte Russe
via private, uncompetitive transactions; No evidence
to suggest his agenda has changed
Mr. Karp could potentially disrupt current sale process and derail initiatives underway (seeking half of
non-management directors)
Mr. Karp’s
nominees
--
Messrs.
Shaked
and
Bitton
--
have
no
public
company
board
experience;
Operate or supply competing retailers
Mr. Karp and his nominees have no mature retailing experience and no plan to improve performance
Mr. Karp has multiple examples at companies where he pushed rapid expansion, sold at a high and
then the companies experienced declines; Four retail bankruptcies
Mr. Karp plans to remove the Chairman of the Board and a Director, both of whom were instrumental
in
promising
efforts
to
address
legacy
issues,
and
the
President
and
Chief
Merchandising
Officer
whose
merchandising
and
inventory
initiatives
are
gaining
traction
–
could
derail
success
of
value-creating
strategic plan
Support the Charlotte Russe
Board and Management –
Vote the WHITE Proxy Card

38
Vote the White Proxy Card
Charlotte Russe
has a Board and management team with deep mature retail
experience
The Board recognized legacy issues, moved aggressively to develop new
strategy and identified a highly qualified new management team to execute a
detailed performance improvement plan
Current quarter demonstrates plan is gaining traction
Responding to shareholders, the Board is conducting a robust, fair and
impartial sale process to maximize shareholder value
Strong corporate governance profile
The Charlotte Russe
Board and Management Are Committed
to Creating Value for All Shareholders
Vote the WHITE Proxy Card

Addendum

40
Experienced Senior Management Team
Name
Experience
Company
John D. Goodman
Chief Executive Officer
Charlotte Russe: Started November 2008
Mervyns: 6 months
Levi Strauss & Co. (USA): 3 yrs.
Kmart Corporation: 2 yrs.
GAP, Inc.: 11 yrs.
Bloomingdale’s Inc.: 8 yrs.
Former
CEO
and
President
–
Mervyns
Former
President,
Dockers
Brand
–
Levi
Strauss
&
Co.
(USA)
Former Senior Vice President, Chief Apparel and Home Officer –
Kmart Corporation
Former Senior Vice President, Merchandising, Planning and
Production –
Gap, Inc.
Bloomingdale’s Inc. –
Executive Training Program
Emilia Fabricant
President & Chief
Merchandising Officer
Charlotte Russe: Started November 2008
babystyle: 2 yrs.
Cadeau
Maternity: 6 yrs.
Katayone
Adeli: 1 yr.
Barneys New York, Inc.: 10 yrs.
Former
President,
Chief
Merchandise
Officer
–
babystyle
Former
Founder
and
CEO
–
Cadeau
Maternity
Former
President
–
Katayone
Adeli
Former SVP –
Barneys New York, Inc.
Frederick G. Silny
Chief Financial Officer
Charlotte Russe: Started November 2008
Guess?, Inc.: 5 yrs.
IHOP Corporation: 10 yrs.
Former CFO, Senior VP –
Guess?, Inc.
Former
CFO,
Secretary
–
CarsDirect.com
Former
CFO,
VP,
Finance
and
Treasurer
–
IHOP
Corporation
Sandra Tillett
Executive VP –
Store
Operations
Charlotte Russe: Started August 2008
Ann Taylor: 4 yrs.
Brown Shoe Co.: 6 yrs.
Pottery Barn: 1 yr.
Former
SVP,
Director
of
Stores,
Regional
VP-
Ann
Taylor
Former Regional
Sales
Director,
Naturalizer
Retail
Division –
Brown Shoe Co.
Edward Wong
Chief Operation Officer
Charlotte Russe: 4 yrs.
Factory2-U Stores: 1 yr.
ProfitLogic
Inc.: 1 yr.
Gymboree Corp.: 2 yrs.
Former
SVP,
Supply
Chain
and
Technology
–
Gymboree
Corp.
Former
EVP,
Supply
Chain
and
Technology
–
Factory2-U
Stores
Former
VP,
Solution
Design
–
ProfitLogic
Inc.
Former
VP,
Retail
Engagement
Executive
–
i2
Technologies

41
Three Qualified Directors Being Targeted
Jennifer C. Salopek
has over 20 years of experience in the retail and apparel industries. She has served as a member
of our Board of Directors since February 2006 and is currently the Board’s Chairman. She also currently serves as a
Principal with ARC Business Advisors LLC. Prior to co-founding ARC Business Advisors LLC, she was Executive Vice
President at Tommy Hilfiger Corporation from July 2004 to June 2005, where she was responsible for global strategic
planning, brand positioning and business development. Previously, Ms. Salopek
served as a lead Partner for the
strategic consulting practice of PriceWaterhouseCoopers
(PwC) Consulting. After PwC Consulting was acquired by
IBM, she was co-director for IBM’s Institute for Business Value, a global think tank for the industry. From 1994 to
1999, Ms. Salopek
worked for Calvin Klein where she served as Vice President of Strategic Planning and subsequently
Senior Vice President of Retail, where she managed the company’s global network of stores. She began her career in
1983 at PriceWaterhouse, where she became a Certified Public Accountant, and worked for
their Management
Horizons retail consulting practice from 1989 to 1994. She received her bachelor’s and masters degrees in Business
Administration from The Ohio State University.
Emilia Fabricant
has served as a member of our Board of Directors and as our President and Chief Merchandising
Officer since November 2008.  From May 2007 to November 2008, she served as President and Chief Merchandising
Officer
of
babystyle
®,
a
maternity,
infant
and
baby
retailer,
which
voluntarily
filed
for
chapter
11
bankruptcy
in
2009.
In
2002,
Ms.
Fabricant
founded
Cadeau
Maternity,
a
company
created
to
offer
elegant,
fashion-forward
maternity
clothes,
and
served
as
Cadeau
Maternity’s
Chief
Executive
Officer
until
its
purchase
by
babystyle
in
May
2007.
Prior
to
launching
Cadeau
Maternity,
Ms.
Fabricant
was
President
of
Sales
and
Product
Development
for
Katayone
Adeli, and prior to that, she served as Senior Vice President, Barneys New York Co-op and Women’s Outlet
divisions.  Ms. Fabricant spent 10 years at Barneys, and was credited for pioneering and launching “Procreation,”
Barneys’
private-label maternity line, and leading the standalone Co-op expansion. She earned a bachelor’s degree
from Drew University.

42
Three Qualified Directors Being Targeted
Leonard
H.
Mogil
has
over
35
years
of
financial,
operation
and
retail
experience,
and
has
served
as
a
member
of
our
Board of Directors since August 2001.
From July 2008 to November 2008, Mr. Mogil
served as Charlotte Russe’s
Interim Chief Executive Officer and Chief Financial Officer, during which time he helped lead the Company’s
turnaround efforts.
From 1989 until his retirement in 2001, he served in a number of
executive capacities, including
Group Executive Vice President, at Phillips-Van Heusen Corporation, one of the world’s largest apparel
companies.
Prior to joining Phillips-Van Heusen, Mr. Mogil
held executive positions at Allied Stores Corporation,
where he was primarily responsible for all financial and operational aspects of the business.
From 1976 to 1987, he
progressed through the senior executive ranks at various Allied Stores’
divisions holding several executive
management positions, including: President, Joske’s
of Texas; Controller, Gertz
Department Stores; and Senior Vice
President of Controls and Operations, Block’s Department Stores.
Mr. Mogil, a Certified Public Accountant, began his
professional career at the accounting firm of Touche
Ross & Co. He received a bachelor’s degree from Brooklyn
College.

43
Other Highly Qualified Directors
Michael
J.
Blitzer
has
over
35
years
of
operating,
retail
and
wholesale
experience,
and
has
served
as
a
member
of
our
Board
of
Directors
since July 2007.  Mr. Blitzer spent more than 20 years of his career at Phillips-Van Heusen Corporation, one of the world’s largest apparel
companies, in various executive merchandising positions in women’s and menswear, accessories and footwear.  He served as Vice Chairman
of the Phillips-Van Heusen Corporation from September 1997 until he retired in 2002.  Mr. Blitzer began his career at Macy’s serving in
several leadership positions, including Vice President, Divisional Merchandise Manager, Women’s Sportswear; Vice President, Store Manager
of the largest branch at the time; and Merchandise Manager.  Since 2002, Mr. Blitzer has worked with a variety of apparel and accessories
companies,
including
Neiman
Marcus
Group,
where
he
served
on
the
Board
of
Directors
of
Kate
Spade,
LLC
assisting
in
the
turnaround
and
eventual sale of the company to Liz Claiborne.  Following the sale, he helped Liz Claiborne identify and recruit Kate Spade’s new
management team.
From
September
2003
through
January
2006,
he
was
a
member
of
the
Board
of
Directors
of
LeSportsac
Inc.
and
was
responsible for managing the business and the successful turnaround and ultimate sale of the company.  Mr. Blitzer currently serves on the
Board of Directors of Modell’s Sporting Goods. He received a bachelor’s degree from the University of Rhode Island.
Paul
R.
Del
Rossi
has
over
25
years
of
operational
experience,
and
has
served
as
a
member
of
our
Board
of
Directors
since
January
2000. 
Mr.
Del
Rossi
is
currently
Chairman
and
Chief
Executive
Officer
of
Northfork
Partners,
LLC,
a
diversified
investment
company
specializing
in
commercial and residential real estate development.  Mr. Del Rossi spent 20 years of his career with General Cinema Theatres. From 1983
to 1997, he served as President and Chief Executive Officer of the Company and was responsible for leading its nationwide expansion effort. 
Mr.
Del
Rossi
also
served
as
Chairman
of
General
Cinema
Theatres
from
1997
to
2003
and
oversaw
the
launch
of
its
international
presence
into
the
Latin
American
market.
Prior
to
joining
General
Cinema
Theatres,
Mr.
Del
Rossi
was
Senior
Vice
President
of
the
Venture
Capital
Group at The Boston Company. He received a bachelor’s degree from Harvard College and an MBA from Harvard Business School.
John D. Goodman
has served as a member of our Board of Directors and as our Chief Executive Officer since November 2008. Mr. Goodman
has more than 20 years of experience in the retail industry. Prior to joining Charlotte Russe, from April 2008 to October 2008, he served as
President and Chief Executive Officer of Mervyns LLC department stores, a mall-based retailer offering family-focused fashions and home
décor, which voluntarily filed for chapter 11 bankruptcy in 2008. Prior to joining Mervyns, Mr. Goodman served as President and General
Manager
of
the
Dockers
brand
at
Levi
Strauss
&
Co
from
June
2005
to
March
2008.
Prior
to
that,
he
was
Senior
Vice
President
and
Chief
Apparel and Home Officer for Kmart Holding Corporation from December 2003 to May 2005, and earlier in his career he held various
executive positions at Gap, Inc. where he was instrumental in the launch of the Banana Republic Factory Stores and Old Navy Outlet stores.
Mr. Goodman began his career in the Executive Training Program at Bloomingdale’s. He earned a bachelor’s degree from the University of
Maryland in 1986.
Herbert
J.
Kleinberger
has
over
25
years
of
retail
consulting
experience
and
has
served
as
a
member
of
our
Board
of
Directors
since
October
2007.
Mr.
Kleinberger
currently
serves
as
a
Principal
for
ARC
Business
Advisors
LLC,
advising
companies
serving
the
retailing
industry. He
also
serves
as
an
Adjunct
Associate
Professor
at
the
New
York
University
Stern
School
of
Business.
Mr.
Kleinberger
spent
most of
his career building and leading the retail consulting practice of Price Waterhouse/PwC Consulting and joined IBM in 2002 when PwC sold
their consulting business to IBM. While at IBM he was global leader for the retail strategy practice, and was responsible for publishing
several landmark whitepapers on the future of the retailing industry. He received a bachelor’s degree from State University of New York
and
an
MBA
from
the
University
of
Pennsylvania’s
Wharton
School
and
he
attended
the
advanced
management
program
at
Northwestern
University’s Kellogg School.

44
Getting the Facts Straight
Claim
Mr. Karp claims he does not seek
control of the Board.
Claim
Mr. Karp faults the incumbent
Board for not owning more shares
of the Company.
Claim
Mr. Karp cites rising SG&A costs,
including consulting fees, as sign
that Company needs greater
expense control.
Truth
If successful, he would control
half of the non-management
directors and could be in a
position to prevent a sale of the
Company. He would also have
forced the only two women on
the Board of this women’s
fashion retailer and two leaders
of the turnaround effort from 
the Board.
Truth
Since mid-2008, Board has
been dealing with material non-
public information and so has
been prohibited by law from
purchasing shares.
Board Compensation program
aligns Directors’
interests with
shareholders; Significant
portion of compensation in
restricted stock.
Directors must acquire certain
number of shares during a 5-
year period; All directors
committed to ownership
positions.
Truth
Increases in SG&A began
in
2007 when Mr. Karp was the
largest shareholder and most
influential Board member.
For vast majority of his tenure,
SG&A costs included $250,000
in annual consulting fees paid
to Karp’s company.
Charlotte Russe
is reducing
SG&A for 2009 by cutting
headcount at the corporate and
field levels as well as other
expenses, resulting in savings
of over $1 million per quarter.

45
Analyst Commentary
“While the external events that have taken place recently, including the Board's decision to undertake a strategic review of the company, the engagement of an
investment banking firm to pursue a sale of the company (which we attribute to the Board's belief that it is its fiduciary duty to consider legitimate offers) and
KarpReilly's
intention to nominate a slate of 3 nominees (2 of which could theoretically be considered competitors of the company) to the Board of Director's at
the
company's
annual
meeting
on
April
28th,
are
getting
a
lot
of
attention
and
are
likely
one
of
main
reasons
behind
the
recent
rise
in
the
CHIC
stock's
price,
we
would
like
to
draw
some
of
the
attention
to
the
progress
the
new
team,
which
has
only
been
in
place
a
little
over
4
months,
has
made
at
the
store
level.
In
fact,
based on
our
channel
checks
over
the
past
several
weeks,
we
have
been
pleasantly
surprised
by
the
transformation
in
progress.”
Elizabeth Pierce, Roth Capital Partners
March 20, 2009
“CHIC is financially strong enough to weather more of the storm, a sale is not out of necessity at this juncture.”
Amy
Noblin,
Pali
Capital
March 16, 2009
“Given
the
nomination
news,
‘even
though
KarpReilly
has
not
announced
another
offer,
it
appears
they
remain
interested,’
said
Wedbush
Morgan
Securities
analyst
Betty
Chen.
‘This
is
probably
why
the
board
recommended
against
their
nominations,’
she
said.
‘Landing
board
seats
does
not
preclude
KarpReilly
from
making
another
offer
for
the
company,’
she
added.”
TheDeal.com
quoting Betty Chen, Wedbush
Morgan Securities
March 9, 2009
“The interim management team has done a commendable job of identifying opportunities to improve the company, creating a plan to fix the business and
building the management team to execute the plan.”
Adrienne Tennant, FBR Capital Markets
November 13, 2008
“CHIC
named
CEO
John
D.
Goodman
(fmr
at
Mervyn's),
CFO
Fred
Silny
(fmr
at
Guess),
and
Chief
Merchant
Emilia
Fabricant
(fmr
at
babystyle)
as
its
new
management team
-
removing
a
lingering
concern
surrounding
leadership.
We'd
characterize
the
team
as
solid
with
relevant
experience
and
a
win
for
CHIC.”
Jeffrey P. Klinefelter, Piper Jaffray
November 13, 2008

46
Lowest Sales Per Square Foot Sourcing
1.
According to its Form 10-K for the 2008 fiscal year. Refers to Abercrombie and Fitch concept only.
2.
According to its Form 10-K for the 2008 fiscal year.
3.
According to its Form 10-K for the 2008 fiscal year.
4.
Calculated using Average Unit Volume and Average Store Square Feet as disclosed in the 2008 Form 10-K.
5.
According to the Coverage Report by Cowen, dated March 23, 2009.
6.
As disclosed in the Company’s 10K for the 2008 fiscal year.
7.
According to the transcript of its conference call to discuss fiscal 2008 3rd quarter results. 
8.
According to its Form 10-K for fiscal year 2007.
9.
As adjusted for 1% comp. increase.
10.
According to its Form 10-K for the 2008 fiscal year.
11.
According to its Form 10-K for the 2008 fiscal year.
12.
According to its Form 10-Q for the third quarter of the 2008 fiscal year.
13.
As adjusted for 5% comp. decline.
14.
According to its Form 10-K for the 2008 fiscal year; includes Limited Too and Justice.
15.
According to the Cowen BKE report dated March 23, 2009.
16.
Represent Latest 12 Months for Wet Seal concept only calculated using disclosure in its Form 10-K for fiscal year 2008
and its third quarter 2008 Form 10-Q.
17.
According to its Form 10-K for the 2008 fiscal year.