UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

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Below is an update to the investor presentation that was filed by The Wet Seal, Inc. on Schedule 14A dated September 20, 2012.

1

This presentation contains forward-looking statements.  Forward-looking statements are

based on current expectations and projections about future events and are subject to risks,

uncertainties and assumptions about our Company, economic and market sectors and the

industry in which we do business, among other things.  These statements are not

guarantees

of

future

performance,

and

we

undertake

no

obligation

to

publicly

update

any

forward-looking statements whether as a result of new information, future events or

otherwise.  Actual events and results may differ from those expressed in any forward-

looking statements due to a number of factors.  Factors that could cause our actual

performance, future results and actions to differ materially from any forward-looking

statements include, but are not limited to, those discussed in risk factors within our most

recent Form 10-K and Form 10-Q, as filed with the Securities and Exchange Commission.

DISCLAIMER

2

WHO WE ARE –

The Wet Seal, Inc.

Multi-channel fashion apparel retailer with two

distinct brands –

Wet Seal and Arden B

551 retail stores, primarily mall-based, in 47 states

and Puerto Rico

Wet Seal –

469 stores

Arden B -

82 stores

E-commerce business for both brands representing

between 5% and 6% of total sales

Strong balance sheet, with Q2 2012 cash and cash

equivalents of $146.5 million and no debt

3

Junior apparel and accessories brand that is

trend-focused and value competitive

Mall-based stores averaging 4,000 square feet

E-commerce sales channel and marketing

vehicle

Known by customers for fashion, newness and

price

WHO WE ARE –

The Wet Seal, Inc.

Wet Seal

Targets  girls in their young teens to early 20s, who

seek the latest fashion trends at affordable prices

4

Young contemporary fashion at value price points

Target 25-39 year old women

Mall-based stores averaging 3,100 square feet

E-commerce sales channel and marketing vehicle

Established as a preferred destination for dresses

and social occasions

WHO WE ARE –

The Wet Seal, Inc.

Arden B

FINANCIAL HIGHLIGHTS

Net Sales

Operating Margin

Diluted EPS

Comparable Store Sales

(a) Excluding a deferred tax asset reinstatement adjustment, FY2009 Diluted EPS would have been $0.22.

5

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

FY2008

FY2009

FY2010

FY2011

LTM 7/28/12

$593.0

$560.9

$581.2

$620.1

$598.5

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

FY2008

FY2009

FY2010

FY2011

LTM 7/28/12

5.4%

4.1%

4.3%

4.0%

(1.9%)

-$0.10

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

FY2008

FY2009

FY2010

FY2011

LTM 7/28/12

$0.30

$0.85

(a)

$0.12

$0.16

(9.0%)

(8.0%)

(7.0%)

(6.0%)

(5.0%)

(4.0%)

(3.0%)

(2.0%)

(1.0%)

1.0%

2.0%

FY2008

FY2009

FY2010

FY2011

LTM 7/28/12

0.1%

1.2%

--

(8.5%)

(7.1%)

(6.3%)

($0.08)

6

BALANCE SHEET HIGHLIGHTS

(Dollars in Millions)

January

28,

2012

Cash and cash equivalents

146.5

$                

157.2

$                

Inventory

41.5

31.8

Other current assets

28.9

26.3

Net PPE

79.9

88.3

Other long-term assets

34.1

26.8

Total assets

330.8

$               

330.5

$               

Current liabilities

65.7

$                  

54.4

$                  

Long-term liabilities

34.9

35.0

Shareholders' equity

230.2

241.1

Total liabilities & shareholders' equity

330.8

$               

330.5

$               

July

28,

2012

7

COMPARABLE STORE SALES DATA

8

TIMELINE OF LEADERSHIP

2007

2008

2009

2010

2011

2012

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Today

CEO

Ed Thomas

Susan McGalla

WS CMO

Harriet Sustarsic

AB CMO & President

Sharon Hughes

WS VP DMM

Kim Bajrech

Debbie Shinn

CFO

Steve Benrubi

COO

Ken Seipel

SVP, Store Operations

Barbara Cook

9

With

the

expiration

of

former

CEO

Ed

Thomas’

contract

coming up at the end

of

2010,

the

Board

made

the

decision

during the year to conduct an extensive search for a

strong new CEO with deep merchandising expertise to lead the Company.

Susan McGalla was hired in early 2011 as CEO because the Board believed she had the

merchandising experience to be able to expand our fashion content and life-style appeal. 

When she joined full time in August 2011, Ms. McGalla implemented certain initiatives designed

to capture more sales from our core customers and additional sales from a broader customer

base.

However, despite modest margin improvements in the fourth quarter of 2011, by mid-2012 our

weak sales results made it clear that the new initiatives were producing negative results, and we

were losing our core customers at an increasing rate.

The Board acted promptly to address the resulting weak performance.

The Company immediately returned to the fast fashion merchandising strategy that had long

supported success. This includes:

Merchandising to our core young teen customers;

Increasing the portion of our merchandise bought from quick-source vendors by 50%;

Committing to merchandise purchases closer to time of need;

Expanding our inventory style breadth by 20-25%; and

Focusing our price points on our core customers.

We are very focused on the fourth quarter right now, as it is the most important quarter of the

year for retailers and critical for The Wet Seal at this time.

RETURN TO FAST FASHION

10

WHAT WE ARE DOING NOW

Since returning to our proven fast fashion strategy, we have taken a number of steps to

stabilize the business.

We are reconnecting with our core customers by:

We are restoring speed and agility to the buying/merchandising process and increasing the flow

of new, fresh merchandise by:

Returning younger merchandise categories to the mix and ensuring

merchandise honors our young teen to early twenties customer age range;

Restoring higher club merchandise mix and opening price point tops to the

Arden B business;

Expanding assortment breadth at Wet Seal by 20% to 25% to restore the variety

our customers are used to seeing; and

Enhancing assortment with key items and category volume drivers.

Resuming the former level of buying from quick-source markets (50% increase);

No longer trying to curate fashion for our customers but instead listening to the

market to inform us on what they want;

Engaging in buying the full range of market goods that target our customers;

Analyzing and reacting to fashion trends in the market; and

Empowering our buyers to make in-market buying decisions.

11

WHAT WE ARE DOING NOW

These changes are already taking effect, and we anticipate visible and meaningful changes in

stores by mid-November.

We are re-establishing fashion at a compelling value by:

Adding more attractive opening price points to the merchandise mix; and

Sharpening our pricing overall to a drive higher percentage of sales at first price.

We are enhancing digital strategies to connect and gain relevance with target customers and

making our online platform the voice of our brand, including:

Focusing on text, e-mail and other forms of direct engagement that resonate with our

core customers;

Implementing broader product sizes and styles online; and

Shifting to a hybrid branding model that allows online message flexibility as opposed to

fully aligning messaging with the retail stores, which brings uniqueness to the online

experience that our customers expect.

Lastly, we are enhancing our store presentation to drive traffic by:

Focusing on presentation that supports key statements, newness and speed of delivery;

Adjusting our marketing and in-store signage to highlight new items and value; and

Improving our lease line visual appeal to get our customers back into our stores.

12

We are confident in this return to fast fashion because we have done this before, both in 2005

and

in

the

first

half

of

2011

when

we

saw

comparable

store

sales

growth

in

excess

of

44%

and

6%, respectively, as well as during the three years following the start of the recession in the last

quarter of 2008.

In addition, the Company has strong assets in place that will enable us to succeed with our

return to fast fashion, including:

While

the

Board

searches

for

a

new

CEO,

the

Company

is

being

led

by

the

Office

of

the

Chairman, which includes Chairman of the Board Hal Kahn, CFO Steve Benrubi and COO Ken

Seipel, who are supported by the strong merchandising and operations teams in place.

BUILDING BLOCKS IN PLACE

Stores in good locations in the best malls in the country;

A well-known brand;

The resources and ability to get new fast fashion products into stores quickly;

An experienced leadership and merchandising team that is highly in tune with our

customers and entirely capable of executing our fast fashion strategy; and

An experienced and diverse Board that includes members who know the

Company

and

management

team

well

and

provide

important

stability

for

employees,

vendors

and

customers

during

the

CEO

transition,

as

well

as

new Board members who

offer fresh and knowledgeable perspectives. 

13

Steven

Benrubi,

EVP,

CFO

and

Corporate

Secretary

–

Mr.

Benrubi

has

significant

experience

in

the

financial leadership of public corporations.  He has been with The Wet Seal since 2005, and prior to

that he served as VP and Corporate Controller of CKE Restaurants, Inc., Treasurer of Champion

Enterprises, Inc. and VP and Corporate Controller of Domino’s Pizza, Inc.

Kathy

Bronstein

-

Ms.

Bronstein

has

significant

retail

experience,

including

18

years

at

Wet

Seal,

where she developed the Company’s fast fashion strategy and served as CEO from 1992 to 2003.

Under her leadership, Wet Seal increased its number of stores from less than 25 in 1985 to over

100 in 1992 to over 600 in 2003, and grew revenues from approximately $14 million in 1985 to

approximately

$150

million

in

1992

to

over

$600

million

in

2003.

Most

recently,

Ms.

Bronstein

has

advised numerous large public and venture capital-backed retail businesses, including Guess, Inc.,

Charlotte Russe Holdings, Seven for All Mankind Jeans and Brighton.

Jonathan

Duskin

–

Mr.

Duskin

has

a

deep

understanding

of

the

retail

industry,

having

exclusively

focused on public and private retail investing for over a decade.  In 2005 Mr. Duskin was part of the

lead investor group responsible for assembling the new management team and the rescue

financing of The Wet Seal.  As a private equity investor, he served on the boards for several private

retailers and held interim operating roles at many.  As a passive public investor, he has a proven

track record of identifying retail turnaround opportunities, including at Pier 1 Imports, Chico’s and

Ann Taylor.

John

Goodman

-

Mr.

Goodman

has

direct

junior

apparel

and

fast

fashion

experience

as

the

CEO

of

Charlotte Russe from 2008 to 2009, where the share price more than doubled during his tenure. 

His additional experience includes numerous senior leadership positions at various large retail

companies, including

Sears,

Kmart,

Levi

Strauss

and

Gap.

Most

recently,

he

served

as Executive

Vice

President

of

Apparel

and

Home

at

Sears

Holdings

Corporation

from

2009

to

2012.

EXPERIENCED LEADERSHIP TEAM

14

Hal

Kahn

–

Mr.

Kahn

has

over

35

years

of

experience

in

the

retail

industry,

including

the

junior

fashion area.  He has executive experience as CEO of Macy’s East and has served on the board

of directors of several retail companies, including Steven Madden, Ltd.

Ken

Reiss

–

As

a

partner

at

Ernst

&

Young

LLP,

Mr.

Reiss

served

as

lead

auditor

for

many

publicly traded companies, including retailers Phillips-Van Heusen, Inc. and Kenneth Cole

Productions, Inc., and has served on the Board of Directors of Eddie Bauer Holdings, Inc., Guitar

Center, Inc. and The Children's Place, Inc.

Kenneth

Seipel,

President

and

Chief

Operating

Officer

–

Mr.

Seipel

has

deep

marketing,

merchandising and operations experience in the retail industry, most recently as President of

Pamida Discount Stores, a chain of department stores, and Executive VP of Stores, Operations

and Store Design for the Old Navy division of Gap Inc.

Henry

Winterstern

–

Mr.

Winterstern

has

strong

leadership,

transaction

and

retail

experience,

currently as a Managing Director at Fortress, and including his former role as Vice Chairman

and

Director

of

Algo

Group,

Inc.,

a

diversified

wholesaler

of

ladies’

fashion.

Additionally,

Mr.

Winterstern was head of the independent committee responsible for the successful

restructuring of The Wet Seal in 2004, and previously served on the Board of MGM Studios

where he was the lead independent Board member involved in the sale of the company.  He

previously served as Vice Chairman of the Board of Consoltex, one of the largest manufacturers

of textiles in Canada, and was instrumental in leading the sale of the company.

EXPERIENCED LEADERSHIP TEAM

Sidney

Horn

–

In

addition

to

his

extensive

experience

in

a

large

variety

of

corporate

and

business

transactions, Mr. Horn has served as a director of several retail companies, including Le Chateau,

Inc., a chain of specialty women’s and men’s retail stores, and Algo Group, Inc., a diversified

wholesaler of ladies’

fashion.

15

In addition to providing strategic and practical oversight in Wet Seal’s merchandising and

operational transition, the Board has acted in good faith, been a strong steward of the Company’s

capital and been diligent in its responsibilities to shareholders.

The Board adheres to excellent corporate governance standards, as demonstrated below:

We have hired bankers and other advisors to work with the Board to ensure that we are:

We continue to work with leading recruiting firm Korn/Ferry to search for a new CEO.  A number of

candidates

have

approached

the

Company

and

we

are

confident

that

we

will

find

a

strong

candidate.

RESPONDING TO SHAREHOLDERS

All Board committees are independent;

The Board allows consent solicitations; and

Continually evaluating the Company’s balance sheet, including the use of the Company’s cash;

Engaging

in

productive

and

ongoing

dialogues

with

our

investors;

and

Evaluating all strategic opportunities to enhance shareholder value.

The Board collectively owns over one million shares of The Wet Seal’s outstanding stock,

including recent purchases of 25,000 shares each by Sidney Horn and Henry Winterstern;

The

Board

is

not

staggered

–

all

members

of

the

Board

are

elected

annually

and

will

stand

for

re-election

this

year

at

the

annual

meeting,

which

is

to

be

held

no

later

than

April

19,

2013.

16

In recent months we have actively pursued meetings with our shareholders to listen to their

concerns and explain our strategy.  These meetings informed us that our investors: 

Supported the Company’s return to its fast fashion business model;

Believed that the addition of more retail experience to the Board should be considered;

Wanted the Board to continue exploring strategic alternatives for the business, including a

distribution of excess cash to shareholders at the appropriate time;

Were not in favor of a prolonged proxy battle, but rather would like us to explore a

compromise with Clinton Group;

Recognized that the rights plan was temporary but believed it should either be eliminated

or put to a vote; and

Suggested

that

the

Strategic

Oversight

Committee

should

consider

giving

up

their

additional stock compensation or have it conditioned on share performance targets.

RESPONDING TO SHAREHOLDERS

17

In response to this feedback, the Board has acted swiftly to address each of these shareholder

concerns. The Board has already elected two new independent Board members with significant and

successful fast fashion retail experience.

Kathy Bronstein and John Goodman will join our Board immediately.

Two additional strong candidates with excellent retail backgrounds, who have been approved by our

Nominating Committee and reviewed by the full Board, are prepared to join Wet Seal as independent

Directors.

One is prepared to join as soon as she can clear or have waived a non-compete agreement from

her

most

recent

employer,

and

the

other

candidate

is

prepared

to

join

after

the

Clinton

consent

solicitation is terminated or otherwise resolved.

We continue to believe that adding strong candidates with relevant experience can provide

important guidance to Wet Seal as we return to our fast fashion strategy.

RESPONDING TO SHAREHOLDERS

Ms. Bronstein has significant retail experience, including 18 years at Wet Seal, where she

helped

develop

the

Company’s

fast

fashion

strategy

and

served

as

CEO

from

1992

to

2003.

Under her leadership, Wet Seal increased its number of stores from less than 25 in 1985 to

over 100 in 1992 to over 600 in 2003, and grew revenues from approximately $14 million

in 1985 to approximately $150 million in 1992 to over $600 million in 2003.  Most

recently, Ms. Bronstein has advised numerous large public and venture capital-backed retail

businesses, including Guess, Inc., Charlotte Russe Holdings, Seven for All Mankind Jeans

and Brighton.

Mr. Goodman has direct junior apparel and fast fashion experience as the CEO of Charlotte

Russe

from

2008

to

2009,

where

the

share

price

more

than

doubled

during

his

tenure.

His

experience includes numerous senior leadership positions at various large retail companies,

including

Sears,

Kmart,

Levi

Strauss

and

Gap.

Most

recently,

he

served

as Executive VP of

Apparel and Home at Sears Holdings Corporation from 2009 to 2012.

18

RESPONDING TO SHAREHOLDERS

Disbanded

the

Strategic

Oversight

Committee

while

continuing

our

conversations

with

advisors with respect to strategic opportunities for the business;

In addition to adding the new Board member, the current Board has:

Removed the temporary short-term shareholder rights plan, recognizing that it has served its

purpose for the immediate term and stabilized the share price;

Agreed to reduce each Board member’s annual retainer by $25,000 beginning in Fiscal 2013;

Reduced the additional compensation previously awarded to Chairman Hal Kahn for his

increased responsibilities; 

As a result of the management team’s progress in implementing the fast fashion strategy,

the Board has revised Mr. Kahn’s compensation structure to reflect the expectation of a 

The full Board, including new members, is now empowered to determine and execute upon

capital allocation plans and review all strategic initiatives available to enhance shareholder

value. 

The Board’s $54 million stock repurchase in 2011 displays its commitment to buy back shares at the

appropriate time.

In light of this measure, the former members of the Strategic Oversight Committee have

agreed to rescind previously announced additional compensation.

Attempted to work constructively with Clinton Group by pursuing a compromise.

reduced

level

of

direct

oversight

to

be

required

during

the

last

90

days

of

this

fiscal

year.

19

Neither the Board nor our investors believe that a prolonged proxy battle with Clinton Group is in

the best interests of the Company or our shareholders.

Company representatives have had discussions with Clinton Group to determine whether a

reasonable compromise can be reached to avoid a long and protracted consent solicitation.

The Board has indicated a willingness to:

Expand the Board to include two new independent Clinton Group nominees and two new

independent Wet Seal nominees, all with significant retail expertise;

Reorganize the CEO Search Committee to include a Clinton Group nominee, a new Wet Seal

nominee and a current Board member;

Reconstruct the Nominating Committee to include Clinton Group nominees; and

Disband the Strategic Oversight Committee and transfer the responsibilities to the entire

Board, including new members.

For

a

7%

shareholder

such

as

Clinton

Group,

a

compromise

of

this

nature

is

fair

and

reasonable and is in the best interests of The Wet Seal’s long-term shareholders.

Neither Clinton Group nor its proposed slate of nominees appear to have any specific strategy

for the business.

We believe that our newly constituted Board is comprised of strong retail and business

experience and has the insights and continuity to successfully guide the Company’s return to

its previously successful fast fashion model.

DISCUSSIONS WITH CLINTON GROUP

20

www.13Dmonitor.com, which maintains a database that tracks activist investors and their

investments, cites:

Clinton has a history of trading in and out of positions while pursuing an activist strategy, and

their

average

13D

holding

period

for

Consumer

Services

companies

is

just

over

five

months,

never holding one of these positions for even a year.

As a 13D holder, Clinton’s returns have averaged -11.5% versus -2.3% for the S&P500 during

the same time periods and -20.2% on their seven previous targets in the Consumer Services

sector versus -2.2% for the S&P500.

Additionally, Clinton Group’s proposals to Wet Seal have differed significantly over the course of

their

involvement

with

the

Company,

further

indicating

that

they

seek

only

a

short-term

return

on

investment

and

do

not

have

a

coherent

strategy

that

will

enhance

the

Company’s

long-term

value

for shareholders.

First, Clinton requested that the Company return cash at a significant premium to market and

voiced support for CEO Susan McGalla.

Then, Clinton supported the Board’s decision to terminate Ms. McGalla and urged the Board to

sell the company immediately, despite poor operating results.

Now, Clinton is seeking to replace experienced Board members with hand-picked directors

who are unfamiliar with the Company at a critical period of transition.

CLINTON HISTORY OF SHORT TERM ACTIVISM

1. Source:  www.13Dmonitor.com

We believe it is clear that Clinton Group is not acting in the best interest of our long-term

shareholders.

1

21

CONCLUSION

This is not the time for a turnover of the Board of Directors and an ongoing proxy fight, which

would be detrimental to both the Company and investors. We believe there will be ample

opportunity at the Company’s annual meeting to discuss and approve any further changes.

Clinton Group is not acting in the best interest of all shareholders. Clinton Group has refused to

compromise despite our ongoing and reasonable efforts to establish a responsible and

constructive solution that benefits all shareholders.

We are taking all necessary steps to stabilize the business and return to a successful fast

fashion strategy, and we believe that we have the building blocks in place.

As we execute our return to fast fashion, we continue to evaluate all opportunities to enhance

shareholder value.

We ask for the support of our shareholders and ask them to reject Clinton Group’s consent

solicitation and not execute their white consent card.

APPENDIX

22

TEEN SPECIALTY RETAILER BENCHMARKING

Compared

Wet

Seal

to

ten

publicly

traded

teen

specialty

retailers

(a)

over

the

three-year

period

from November 1, 2008 through October 31, 2011

During this time period:

23

(a)

Ten teen specialty retailers include: American Eagle Outfitters, Inc. (AEO); Abercrombie & Fitch Co. (ANF); Aeropostale, Inc. (ARO); Bebe Stores, Inc. (BEBE); Body Central Corp. (BODY);

Three years prior to Susan McGalla’s first full quarter at Wet Seal

Roughly three years from start of recession

Wet Seal’s stock price increased 43.5% versus 39.7% for an indexed average of the other

companies

Wet Seal’s average quarterly comparable store sales performance of -2.5% exceeded that

of six of the ten other companies

Wet Seal’s average operating margin of 5.3% exceeded that of four of the ten other

companies

Wet Seal improved its average rolling operating margin by 0.1% from Q3 2009 to Q3

2011;

six

of

the

ten

other

companies

experienced

margin

declines

over

that

period

dElia*s, Inc. (DLIA); Hot Topic Inc. (HOTT); Pacific Sunwear of California Inc. (PSUN); rue21, Inc. (RUE); and Urban Outfitters Inc. (URBN).

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

100%

Nov-08

Feb-09

May-09

Jul-09

Oct-09

Jan-10

Apr-10

Jul-10

Oct-10

Jan-11

Apr-11

Jul-11

Oct-11

WTSL.A: 43.5%

TEEN SPECIALTY

RETAILER INDEX: 39.7%

Note:

Teen Specialty Retailer Index is market capitalization-weighted and includes AEO, ANF, ARO, BEBE, DLIA, HOTT, PSUN and URBN. Excludes BODY, which began trading in October

2010 and RUE, which began trading in November 2009.

Source:

Capital IQ from November 1, 2008 to October 31, 2011.

TEEN SPECIALTY RETAILER BENCHMARKING

24

QUARTERLY COMPARABLE STORE SALES

12-Quarter

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

Q1 11

Q2 11

Q3 11

Average

AEO

(16.0%)

(10.0%)

(10.0%)

(4.0%)

5.0%

5.0%

(1.0%)

1.0%

(7.0%)

(8.0%)

0.0%

5.0%

(3.3%)

ANF

(25.0%)

(29.0%)

(30.0%)

(22.0%)

(13.0%)

1.0%

5.0%

7.0%

13.0%

10.0%

9.0%

7.0%

(5.6%)

ARO

6.0%

11.0%

12.0%

10.0%

9.0%

8.0%

4.0%

0.0%

(3.0%)

(7.0%)

(14.0%)

(9.0%)

2.3%

BEBE

(20.1%)

(23.5%)

(29.6%)

(25.7%)

(22.5%)

(11.2%)

(3.4%)

(4.7%)

0.0%

(0.7%)

7.0%

7.0%

(10.6%)

BODY

8.7%

8.2%

3.7%

1.1%

6.7%

17.7%

9.4%

17.6%

14.9%

16.1%

14.7%

8.2%

10.6%

DLIA

(2.0%)

0.2%

(8.1%)

(3.6%)

(10.4%)

(8.6%)

(6.8%)

(0.4%)

(2.3%)

0.9%

7.2%

(1.7%)

(3.0%)

HOTT

5.2%

7.1%

(7.7%)

(5.0%)

(11.5%)

(8.7%)

(6.4%)

(5.0%)

(2.1%)

0.2%

2.6%

(1.6%)

(2.7%)

PSUN

(10.0%)

(18.0%)

(24.0%)

(18.0%)

(19.0%)

(15.0%)

(10.0%)

(3.0%)

(7.0%)

1.0%

1.0%

(3.0%)

(10.4%)

RUE

11.2%

8.3%

0.6%

13.5%

8.6%

7.7%

(1.6%)

1.8%

1.5%

5.2%

(0.3%)

0.0%

4.7%

URBN

(1.0%)

(9.6%)

(6.0%)

(2.0%)

4.0%

11.0%

7.0%

1.0%

(2.0%)

(5.0%)

(2.0%)

(7.0%)

(1.0%)

MEDIAN

(a)

(1.5%)

(4.7%)

(7.9%)

(3.8%)

(3.2%)

3.0%

(1.3%)

0.5%

(2.1%)

0.6%

1.8%

(0.8%)

(2.9%)

WTSL.A

(13.4%)

(7.3%)

(10.6%)

(6.2%)

(4.5%)

2.0%

(4.3%)

(0.1%)

2.3%

7.0%

6.0%

(0.9%)

(2.5%)

TEEN SPECIALTY RETAILER BENCHMARKING

(a)

Median excludes WTSL.A.

Tickers:

AEO

=

American

Eagle

Outfitters,

Inc.;

ANF

=

Abercrombie

&

Fitch

Co.;

ARO

=

Aeropostale,

Inc.;

BEBE

=

Bebe

Stores,

Inc.;

BODY

=

Body

Central

Corp.;

DLIA

=

dElia*s,

Inc.;

HOTT = Hot Topic Inc.; PSUN = Pacific Sunwear of California Inc.; RUE = rue21, Inc.; URBN = Urban Outfitters Inc.; WTSL.A = Wet Seal Inc.

Note:

Quarters represent calendar year quarters. Fiscal years for all companies excluding BODY and BEBE end in January the following year. Fiscal years for BEBE and BODY end in June

and December, respectively.

Source:

Capital IQ, public filings and other publicly available sources.

25

TEEN SPECIALTY RETAILER BENCHMARKING

(a)

Median excludes WTSL.A.

Tickers:

AEO

=

American

Eagle

Outfitters,

Inc.;

ANF

=

Abercrombie

&

Fitch

Co.;

ARO

=

Aeropostale,

Inc.;

BEBE

=

Bebe

Stores,

Inc.;

BODY

=

Body

Central

Corp.;

DLIA

=

dElia*s,

Inc.;

HOTT = Hot Topic Inc.; PSUN = Pacific Sunwear of California Inc.; RUE = rue21, Inc.; URBN = Urban Outfitters Inc.; WTSL.A = Wet Seal Inc.

Note:

Quarters represent calendar year quarters. Fiscal years for all companies excluding BODY and BEBE end in January the following year. Fiscal years for BEBE and BODY end in June

and December, respectively. Operating income excludes non-recurring items, per Capital IQ.

Source:

Capital IQ, public filings and other publicly available sources.

26

ROLLING LTM OPERATING MARGIN

12-Quarter

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

Q1 11

Q2 11

Q3 11

Average

AEO

13.1%

9.7%

8.9%

8.6%

10.6%

11.0%

10.2%

10.4%

10.8%

10.6%

10.6%

10.0%

10.4%

ANF

14.4%

11.4%

8.5%

7.1%

4.9%

5.2%

5.6%

6.4%

8.1%

9.4%

9.5%

9.1%

8.3%

ARO

13.4%

14.1%

15.0%

16.1%

17.3%

17.8%

17.8%

17.4%

16.4%

14.4%

11.8%

9.2%

15.1%

BEBE

7.8%

5.5%

4.1%

0.2%

0.4%

1.8%

2.5%

3.0%

1.4%

1.0%

1.5%

2.0%

2.6%

BODY

1.0%

2.4%

2.8%

3.3%

4.2%

6.4%

7.3%

7.6%

8.2%

8.7%

9.5%

9.8%

5.9%

DLIA

(8.6%)

(7.6%)

(7.3%)

(6.9%)

(7.4%)

(8.0%)

(9.7%)

(10.5%)

(10.1%)

(9.7%)

(9.2%)

(9.5%)

(8.7%)

HOTT

4.2%

4.6%

4.2%

3.9%

2.7%

2.1%

1.5%

0.6%

(0.1%)

(1.0%)

(0.5%)

(0.4%)

1.8%

PSUN

(2.0%)

(2.2%)

(4.5%)

(5.5%)

(4.7%)

(6.7%)

(7.4%)

(7.3%)

(8.4%)

(8.6%)

(7.7%)

(8.5%)

(6.1%)

RUE

5.7%

5.5%

6.0%

6.6%

7.3%

7.9%

7.9%

7.8%

7.9%

8.3%

8.3%

8.2%

7.3%

URBN

16.3%

15.5%

15.2%

15.3%

17.5%

18.4%

19.0%

18.8%

18.2%

16.9%

15.7%

14.1%

16.7%

MEDIAN

(a)

6.8%

5.5%

5.1%

5.2%

4.5%

5.8%

6.4%

7.0%

8.0%

8.5%

8.9%

8.6%

6.7%

WTSL.A

6.4%

5.7%

4.7%

4.3%

4.5%

5.5%

5.2%

5.5%

5.1%

5.5%

5.5%

5.5%

5.3%

4-Quarter

4-Quarter

4-Quarter

Q3

09

-

Q3

11

Rolling Avg.

Rolling Avg.

Rolling Avg.

Improvement

AEO

10.1%

10.6%

10.5%

0.4%

ANF

10.3%

5.5%

9.0%

(1.3%)

ARO

14.6%

17.6%

12.9%

(1.7%)

BEBE

4.4%

1.9%

1.5%

(3.0%)

BODY

2.4%

6.4%

9.0%

6.6%

DLIA

(7.6%)

(8.9%)

(9.6%)

(2.0%)

HOTT

4.2%

1.7%

(0.5%)

(4.7%)

PSUN

(3.6%)

(6.5%)

(8.3%)

(4.7%)

RUE

6.0%

7.7%

8.2%

2.2%

URBN

15.6%

18.4%

16.2%

0.6%

WTSL.A

5.3%

5.2%

5.4%

0.1%

DISCLOSURES

The Company and certain of its directors and executive officers may be deemed to be

participants in a solicitation of consent revocations from stockholders in connection with the

consent solicitation by Clinton Group, Inc. The Company has filed a preliminary consent

revocation

statement

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

in

connection

with such consent solicitation (the “Consent Revocation Statement”). Information regarding the

names of the Company’s directors and executive officers and their respective interests in the

Company by security holdings or otherwise is set forth in the preliminary Consent Revocation

Statement

filed

with

the

SEC.

This

document

is

available

free

of

charge

at

the

SEC’s

website at

www.sec.gov.

If the Company files a definitive Consent Revocation Statement with the SEC, the Company

promptly will mail the definitive Consent Revocation Statement and a form of consent revocation

to each stockholder entitled to deliver a written consent in connection with the consent

solicitation. WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING

ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY

FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION. Stockholders will be able to obtain, free of charge, copies of the definitive

Consent Revocation Statement and any other documents filed by the Company with the SEC in

connection with the consent solicitation at the SEC’s website at www.sec.gov.

27