Engaged Capital’s letter to Abercrombie & Fitch Co. (NYSE:ANF)’s Board of Directors:

Abercrombie Engaged Capital

December 3, 2013

Board of Directors

Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

Ladies and Gentlemen:

Engaged Capital has been a significant shareholder of Abercrombie & Fitch (“ANF” or the “Company”) for over a year and currently owns approximately 400,000 shares of the Company’s stock. We made our initial investment in the Company because we believed that Abercrombie & Fitch Co. (NYSE:ANF) was deeply undervalued despite owning two of the strongest brands in teen apparel. We perceived a substantial opportunity for the board of directors (the “Board”) and management team to reverse years of underperformance and create significant shareholder value at Abercrombie & Fitch by enacting much needed changes and correcting certain missteps.

To that end, over the past year we have maintained an on-going and constructive dialogue with the Company’s management team and more recently with members of the Company’s Board. Those discussions, dialogue with other large shareholders, conversations with industry observers, as well as our own research and analysis, have led us to the conclusion that ANF’s perennial underperformance is a result of a failure of leadership.

With the upcoming expiration of Chairman and CEO Michael Jeffries’ employment contract on February 1, 2014, the Board has an important opportunity to set a new direction for the Company and reverse the years of disappointment to which Abercrombie & Fitch Co. (NYSE:ANF) shareholders have grown accustomed. This decision that you will make, as our fiduciaries, will be one of the most critical in the Company’s history. We are confident that an independent and objective evaluation of management’s performance would result in the conclusion that an immediate leadership change is necessary. We implore you to act as unbiased stewards in your service to the Company’s shareholders as you undertake any decisions regarding Mr. Jeffries’ employment agreement and the future leadership of our Company.

A History of Underperformance

“This used to be the hottest teen brand in the world, yet under Jeffries’ recent leadership, Abercrombie & Fitch Co. (NYSE:ANF) has become practically irrelevant.”

– CNBC’s Jim Cramer

See full PDF on Engaged Capital Letter to Abercrombie & Fitch here.

Engaged letter to Abercrombie & Fitch