49
Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings does not guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in some cases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole or in part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved. Page 1 of 49 Abercrombie & Fitch Co. (NYSE:ANF) Global ESG Rating: D (17) ESG Analysis Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014 Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013 Component Ratings Global Home Market Sector Impact ESG OVERALL D D D GOVERNANCE C C C 67.5 % Board C C C 25.1 % Pay D D D 23.7 % Ownership & Control C B C 13.3 % Accounting C C C 5.0 % ENVIRONMENTAL C D C 10.4 % SOCIAL F F F 22.2 % Country: United States Home Market: United States Sector: Cyclical Consumer Goods / Services Data as of Apr 3, 2014 ESG KeyMetrics® Flag Impact Governance - Board Related Party Transactions 7.4 % Overboarded Non-Exec Directors 7.4 % Negative Director Votes 7.4 % Risk Management Expertise 3.0 % Governance - Pay Performance Targets 3.0 % Peer Performance Measures 3.0 % Severance Vesting 7.4 % Dilution Concerns 1.5 % Significant Vote Against Pay Practices 3.0 % CEO Pay Perks & Other Comp 3.0 % CEO Pay NQDC 3.0 % Governance - Ownership & Control Controlling Shareholder NO Proxy Access 3.0 % Constituency Provision 1.5 % Fair Price Provision or Protection 1.5 % Director Removal Without Cause 1.5 % Shareholder Rights to Convene Meeting 1.5 % Shareholder Action by Written Consent 1.5 % Confidential Voting 1.5 % Cumulative Voting 1.5 % Governance - Accounting No Flagged KeyMetrics F D C B A ESG Rating Global ESG Rating History Abercrombie & Fitch Co. Industry Sector Apr 2013 May 2013 Jun 2013 Jul 2013 Aug 2013 Sep 2013 Oct 2013 Nov 2013 Dec 2013 Jan 2014 Feb 2014 Mar 2014 Apr 2014 0 5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100

Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

  • Upload
    buingoc

  • View
    215

  • Download
    3

Embed Size (px)

Citation preview

Page 1: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 1 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

ESG KeyMetrics® Flag Impact

Governance - Board

Related Party Transactions 7.4 %

Overboarded Non-Exec Directors 7.4 %

Negative Director Votes 7.4 %

Risk Management Expertise 3.0 %

Governance - Pay

Performance Targets 3.0 %

Peer Performance Measures 3.0 %

Severance Vesting 7.4 %

Dilution Concerns 1.5 %

Significant Vote Against Pay Practices 3.0 %

CEO Pay Perks & Other Comp 3.0 %

CEO Pay NQDC 3.0 %

Governance - Ownership & Control

Controlling Shareholder NO

Proxy Access 3.0 %

Constituency Provision 1.5 %

Fair Price Provision or Protection 1.5 %

Director Removal Without Cause 1.5 %

Shareholder Rights to Convene Meeting 1.5 %

Shareholder Action by Written Consent 1.5 %

Confidential Voting 1.5 %

Cumulative Voting 1.5 %

Governance - Accounting

No Flagged KeyMetrics

F

D

C

B

A

ESG

Ra

tin

g

Global ESG Rating History

Abercrombie & Fitch Co. Industry Sector

Apr2013

May2013

Jun2013

Jul2013

Aug2013

Sep2013

Oct2013

Nov2013

Dec2013

Jan2014

Feb2014

Mar2014

Apr2014

05

101520253035404550556065707580859095

100

Page 2: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 2 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

ESG KeyMetrics® Flag Impact

Environmental

High Environmental Impact Company YES 0.0 %

Environmental Disclosure Change 1.5 %

Water Use Reporting 1.5 %

Waste Production Reporting 1.5 %

Alternative Energy 1.5 %

Impact Reduction Targets

Environmental Management 1.5 %

Environmental Certification 1.5 %

Social

High Social Impact Company YES 0.0 %

Labor Practices 3.0 %

Discriminatory Employment Practices 3.0 %

Child Labor 3.0 %

Discriminatory Business Practices 3.0 %

Political Activity Disclosure 1.5 %

Pay Linked to Sustainability 1.5 %

Sustainability Reporting Framework 1.5 %

Sustainability Reporting 1.5 %

UN Global Compact 1.5 %

Workplace Safety Auditing 1.5 %

Workplace Safety Reporting 1.5 %

Controversies RevenueShare

Involvment

No controversies found

ESG AnalysisThe ESG profile for Abercrombie & Fitch Co. is characterized by several red flags,highlighted by concerns related to pay and social impacts. Notable red flags includeKeyMetrics related to combined CEO/Chair, related party transactions, negativedirector votes, peer performance measures, significant vote against pay practices,CEO pay perks, CEO pay pension, strong classified board combination, proxyaccess, labor practices, and discriminatory employment practices.

At the company's 2013 annual meeting, four directors received director withholdvotes of approximately 16 percent, indicating a significant level of shareholderdissent.

ESG RATING ANALYSIS

This company was first assigned an ESG rating on 2/17/2012. A complete historyof its rating as of the first week of each month is shown in the chart above, and alsocompared against the average rating for its sector and industry. You can hover overthe indicators on each charted line to show the letter grade rating and percentilerank as of that date. Our current global ESG rating for Abercrombie & Fitch is anoverall D.

This rating falls into the lower ranges for all the companies we rate, indicating thepresence of significant concerns in one or more areas and the need for furtherreview and study.

Please note that ratings changes in the first part of the year reflect, in part, changesdue to GMI's annual ratings methodology updates and universe expansion.

HIGHEST IMPACT KEYMETRICS

The following flagged KeyMetrics indicate the most important factors driving ourcurrent ESG rating for Abercrombie & Fitch:

• Related Party Transactions

• Overboarded Non-Exec Directors

• Negative Director Votes

• Severance Vesting

Our ESG concerns at Abercrombie & Fitch are focused primarily on the company'ssocial impacts.

SOCIAL IMPACTS

Abercrombie & Fitch has been designated High Social Impact on the basisof its primary operating industry. Social impacts, policies and practices at thiscompany are under continual review and monitoring, based on a combinationof news reports, legal and regulatory filings, and the company's own reportingcommitments. Ideally the company would have established links between itsincentive pay policies for company executives and the effective managementof its social and environmental impacts, but this is not the case. Abercrombie& Fitch does not regularly publish a formal sustainability report. It does notcurrently report on its sustainability policies and practices via the Global ReportingInitiative, a commonly used and highly effective standard for such reporting, norhas it become a voluntary signatory of the UN Global Compact, yet anothercommonly employed global standard for achieving and maintaining more effectivesustainability practices. In the area of workplace safety this company has not yetimplemented OHSAS 18001 as its occupational health and safety managementsystem, nor does it actively disclose its workplace safety record in its annual reportor other reporting vehicle.

CORPORATE GOVERNANCE

EXECUTIVE PAY

CEO pay practices at Abercrombie & Fitch include a number of areas that mayraise concerns for shareholders.

The Abercrombie & Fitch board includes an independent compensation committee,considered best practice for oversight of executive compensation.

Page 3: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 3 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

For the most recently reported period the CEO's base salary was $1,528,846.Non-equity incentive compensation was $1,731,600. Perquisites and othermiscellaneous compensation totaled $800,538.

One concern is that the board has executed a formal CEO employment agreement,which may bind the ability of the compensation committee to make compensationdecisions that tie pay to performance.

The board has established a clawback policy regarding its executive incentivepay, allowing it to recoup payouts that may have been the result of financialmisstatements or otherwise determined to have been undeserved.

We note that shareholder votes on compensation are mandatory in this market,affording shareholders the ability to review and approve executive pay practicesat this company, which has been shown to have positive effects on executive paypractices. Shareholders should be aware that more than 10 percent of shareswere voted against the company’s advisory vote on executive compensation ('sayon pay') at the most recent annual meeting. Given generally very high levelsof support for say-on-pay votes in this market (last year, only about 24.3% ofcompanies in this market received 10 percent or more dissenting votes), this resultindicates a significant level of shareholder discomfort with the company’s executivecompensation practices.

The following flagged KeyMetrics raise concerns regarding the board's ability toimplement and maintain effective incentives for the company's CEO and other topexecutives:

• Unvested equity awards partially or fully accelerate upon the CEO’s termination,characteristic of 90.2% of companies in the home market. Accelerated equityvesting allows executives to realize pay opportunities without necessarily havingearned them through strong performance.

• The company has not disclosed specific, quantifiable performance targetobjectives for the CEO, in contrast to 73.9% of companies in its home market thathave provided such metrics. Disclosure of performance metrics is essential forinvestors to assess the rigor of incentive programs.

• The company pays long-term incentives to executives without requiring thecompany to perform above the median of its peer group, which is the case for 90.7%of companies in the Russell 3000 index. Incentive plans that pay for mediocreperformance undermine the linkage between pay and performance.

THE BOARD

The Abercrombie & Fitch board’s policies and practices do not raise significantconcerns at this time regarding its ability to properly oversee management andrepresent shareholder interests, but shareholders should note the issues discussedbelow.

The Abercrombie & Fitch board currently has an independent majority, whichenables it to more effectively fulfill its critical function of overseeing managementon behalf of shareholders. Additionally, the company has split the roles of CEOand chair and has named a fully independent chairman, a practice that isincreasingly identified with superior board performance. An independent chairmanis characteristic of 26.9% of companies in the Russell 3000.

Multiple related party transactions and other potential conflicts of interest involvingthe company's board or senior managers should be reviewed in greater depth, assuch practices, even when limited to current market rates, raise concerns regardingpotential self-dealing or abuse. We note that related party transactions are flaggedat a majority (50.8%) of companies in United States.

Additionally, we note that a collection of directors with long, coinciding tenurecan sometimes form a subgroup in which collegiality takes precedence overrigorous oversight of a company’s affairs. In this case, for example, thecompensation decisions approved by this board have met with significant dissentfrom shareholders at the most recent annual meeting. Related party transactionsraise additional concerns in this regard. Notably, one or more of the company'sdirectors have received a negative or withheld shareholder vote in excess of10% in the company's most recently reported election, indicating a higher thanusual degree of shareholder dissatisfaction with that individual's performanceas a director. Under such circumstances we recommend further research intothat individual's role on the board, their personal background and experience,

Page 4: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 4 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

involvement in potentially conflicted related party transactions, or service oncommittees involved in problematic practices.

As a positive, the company has a majority standard for director elections, whichenables shareholders to better hold directors accountable in uncontested elections.There are 12 directors in all and the board met 7 times in the last reported year.There were also 4 non-executive meetings.

OWNERSHIP & CONTROL

While no significant concerns are raised by the company’s corporate governancepractices, shareholders should be aware of the potential risk factors enumeratedbelow.

Limits on shareholder rights and management-controlled takeover defensemechanisms currently in place at Abercrombie & Fitch include:

• Constituency provisions that may be invoked to deter tender offers regarded ashostile by current management

• Fair price provisions that fail to insure that all shareholders are treated fairly

• Limits on the right of shareholders to convene a special or emergency generalmeeting

• Limits on the right of shareholders to take action by written consent

• The absence of confidential voting policies

• The absence of cumulative voting rights

ACCOUNTING AND FINANCIAL REPORTING

The Abercrombie & Fitch board of directors includes a fully independentaudit committee, and at least one member of that committee meets ourstandards for financial expertise. The company's independent auditor isPricewaterhouseCoopers LLP. For the most recently reported fiscal year,Abercrombie & Fitch paid a total of $2,592,828 in audit and other related fees. Thisfigure includes $2,587,177 in basic audit fees.

ENVIRONMENTAL IMPACTS

Abercrombie & Fitch has been designated High Environmental Impact on the basisof its primary operating industry. Environmental impacts, policies and practices atthis company are under continual review and monitoring, based on a combinationof news reports, legal and regulatory filings, and the company's own reportingcommitments.

The identification and use of alternative energy sources is an increasingly importantfactor in improving a company's ability to reduce its future environmental impactsand control future costs. Abercrombie & Fitch has been flagged for its limitedefforts in this area. The company has been flagged for its failure to establishspecific environmental impact reduction targets, a critical practice for any companyoperating in a high environmental impact industry that is committed to its ownlong-term sustainability. The company has been flagged for its failure to utilize anenvironmental management system or to seek ISO 14001 certification for some orall of its operations.

MATERIAL ESG EVENTS

On March 6, 2014, it was reported that Abercrombie & Fitch would pay $4075.96to one Assistant Manager for failing to pay proper overtime wages under claimsthat arose under the Fair Labor Standards Act.

On September 23, 2013, it was reported that Abercrombie &

Fitch had agreed to make religious accommodations to its policy governingemployees'

appearances as part of a settlement of discrimination lawsuits filed in

California. The lawsuits were filed on behalf of two Muslim women who claimed

the company discriminated against them because they were head scarves. Halla

Banafa sued in 2010 after she was denied a job at an Abercrombie store. Hani

Khan sued in 2011 after she was fired. The women's lawsuits were filed by the

U.S. Equal Employment Opportunity Commission.

Page 5: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 5 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

On September 11, 2013, it was reported that a federal judge in California had ruledAbercrombie & Fitch violated a law when it fired a Muslim woman for wearing aheadscarf. The company fired Umme-Hani Khan after she refused to remove herheadscarf, which she wears when she is in public or around men who are notimmediate family members. The company said she violated the "Look Policy,"which forbids employees from wearing head wear. The policy is part of a marketingstrategy to convey the Abercrombie brand, the company said. Khan's supervisorsnever informed her she was not complying with the policy, and permitted her towear her headscarf as long it matched company colors. Khan had been wearingthe headscarf at work for four months before the store's district manager abruptlyterminated her employment. The U.S. Equal Employment Opportunity Commissionsued on Khan's behalf, accusing the company of discriminating against employeeson the basis of religion.

On August 18, 2013, it was reported that a damning report on the Australian fashionindustry shows 93 per cent of brands do not know where their cotton is sourced,making it likely child labour and exploitation have been involved. Brands Supre,Abercrombie and Fitch, Rivers, Lacoste and the Specialty Group, which ownsMillers and Katies, were labelled as the worst in the report.

On July 23, 2013, France's official human rights watchdog Defenseur des Droits,said it was investigating Abercrombie & Fitch Co over concerns the companydiscriminates in hiring store staff based on appearance. The rights watchdog, anofficial body that investigates suspected discrimination cases, cited in particular a2006 interview with website salon.com in which Chief Executive Mike Jeffries saidthe company hires good-looking people to attract good-looking customers.

On May 20, 2013, Abercrombie & Fitch brand Hollister Co. was found guilty ofdiscriminating against disabled shoppers because the steps at its store entrancesare not wheelchair-friendly. The company was embroiled in a legal battle forfour years following a slew of complaints from customers. The long-running caseoriginally grew from complaints filed against two Hollister stores in Colorado by theColorado Cross-Disability Coalition. In 2012 the Colorado-focused case grew intoa class-action suit targeting the 248 Hollister stores across the U.S. that featureimitation porch steps as a main entrance. The U.S. Justice Department has alsoweighed in on the discrimination case. It highlighted that the Hollister stores werebuilt long after the ADA came into play and therefore the entrances violate boththe 'spirit and letter of the law.'

On May 3, 2013, Business Insider reported Abercrombie & Fitch didn’t stock XLor XXL sizes in women's clothing because they don't want overweight womenwearing their brand. A 2006 interview with Salon, CEO Michael Jeffries said thathis business was built around sex appeal. After the content of the interview wasdisseminated through social media, the company faced widespread criticism of itspractices.

On April 17, 2013, Abercrombie and Fitch investigated calls for its clothes to betaken off the shelves in Germany after tests revealed high levels of cancer-causingchemical Benzidine. Germany's Plusminus magazine said a series of tests on awoman's A&F top made in India had "extremely high" levels of the substance, usedin dyes, and said to cause bladder cancer.

On November 25, 2012, Abercrombie & Fitch settled an age-discrimination lawsuitthat raised questions about some of its workplace practices. The lawsuit wasbrought against the company by a former pilot in 2010 claiming that he was unfairlyfired and replaced by a younger man. In court documents, the former pilot ofthe company's jet detailed, among other examples, a flight manual defining amandatory dress code of boxer briefs, jeans below the waist, and a "spritz" ofAbercrombie cologne. No details of the settlement was disclosed.

Page 6: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 6 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) ESG Analysis

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Va

lue

s

Abercrombie & Fitch Co. Industry S&P 500

5 Year 3 Year 1 Year- 100

0

100

200

300

Total Shareholder Return (as of 12-31-2013)

5 Years 3 Years 1 Year

Abercrombie & Fitch Co. 56.32 -39.99 -30.04

Retail - Apparel / Accessories 215.44 41.70 27.16

S&P 500 226.66 65.58 37.44

ESG KeyMetrics®

The GMI KeyMetrics list includes the ESG metrics (environmental, social and corporate governance) that most effectively summarize our numerical ESGScores and letter-grade ESG Ratings. Most are organized into topical components which have also been assigned their own numerical scores, and havebeen calculated both as global and home market scores. Red flags ( ) are shown for those metrics that indicate specific areas of concern, the red flagsindicating more material concerns in the context of a specific company's rating. You can mouse over the metric names for a brief description of each itemand the flagging criteria used, and, except for event-driven metrics, click on the name to jump to the page where any additional information is to be found.

The Accounting (AGR) section includes similar information regarding the corporate governance and accounting metrics that comprise the AGR Rating.

Page 7: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 7 of 49

Abercrombie & Fitch Co. (NYSE:ANF)

Business Overview

BUSINESS OVERVIEWAbercrombie & Fitch Co. (A&F) through its subsidiaries, is a specialtyretailer of casual apparel for men, women and kids. Through storesand direct-to-consumer operations, the Company is engaged inselling an array of products including casual sportswear apparel,including knit and woven shirts, graphic t-shirts, fleece, jeans andwoven pants, shorts, sweaters, outerwear, personal care products,and accessories for men, women and kids under the Abercrombie& Fitch, abercrombie kids, and Hollister brands. In addition, theCompany operates stores and direct-to-consumer operations offeringbras, underwear, personal care products, sleepwear and at-homeproducts for women under the Gilly Hicks brand. The Companyoperates in three segments: U.S. Stores, International Stores, andDirect-to-Consumer. As of February 2, 2013, the Company operated912 stores in the United States and 139 stores outside of the UnitedStates.

EQUITY COMPOSITIONClass A Common Stock $.01 Par, 04/11, 150M auth., 103,300,000issd., 16,054,000 shs in Treas @ $725.3M. Insiders control 1.47%.IPO: 10/96, 8,050,000 shs. @$16 by Goldman, Sachs & Co. 6/99, 2-for-1 stock split. 5/98, converted all Class B into Class A. 7/29/95=26weeks.

STOCK LISTINGSPrimary Country Exchange Ticker Issue Type

USA NYSE ANF

ANALYST FOOTNOTESFY'00 Q's are restated for acct. change. FY '00-'99 financls arereclass. FY'01 Q's are reclass. FY'95-'96, '99-'01 Summ. Q's asreported.

FINANCIAL SUMMARYBRIEF: For the 39 weeks ended 02 November 2013, Abercrombie& Fitch Co. revenues decreased 7% to $2.82B. Net loss totaled$11.5M vs. income of $79.8M. Revenues reflect U.S. Stores segmentdecrease of 41% to $1.07B, International Stores segment decreaseof 26% to $583.7M, United States segment decrease of 40% to$1.27B, Europe segment decrease of 27% to $540M, Comp. StoreSales (%) - Hollister decrease from -0.3 to -15.5%.

ANNUAL MEETINGDate 06/20/2013

Location Corporate Headquarters

FUNDAMENTAL SUMMARYKey data relating to the company's fundamental business performance.

Income Statement

Total Revenue USD 1,033.3 mmGross Profit USD 651.0 mmTotal Operating Expense USD 1,068.7 mmOperating Income USD -35.4 mmNet Income Before Taxes USD -37.0 mmNet Income After Taxes USD -15.6 mmNet Income Before Extra. Items USD -15.6 mmNet Income USD -15.6 mmIncome Available to Com Excl ExtraOrd USD -15.6 mmIncome Available to Com Incl ExtraOrd USD -15.6 mmDiluted Net Income USD -15.6 mmNormalized Income Before Taxes USD -37.0 mmNormalized Income After Taxes USD -15.6 mmNormalized Inc. Avail to Com. USD -15.6 mm

Balance Sheet

Total Current Assets USD 1,286.6 mmTotal Assets USD 2,852.4 mmTotal Current Liabilities USD 603.6 mmTotal Debt USD 200.4 mmTotal Liabilities USD 1,177.4 mmTotal Equity USD 1,675.0 mmTotal Liabilities & Shareholders' Equity USD 2,852.4 mmTotal Common Shares Outstanding USD 76.4 mm

Page 8: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 8 of 49

Abercrombie & Fitch Co. (NYSE:ANF)

Business Overview

CONTACT INFOMailing address 6301 Fitch Path

NEW ALBANY, OH 43054 United States

Phone +1-(614)-2836500

Fax +1-(302)-6555049

Web Site http://www.abercrombie.com

Incorporated in Delaware, United States

Primary Contact Mr. Ronald A Robers Jr.1 614 283 6500Senior Vice President, General Counsel andSecretary

Investor Relations Mr. Eric Cerny1 614 283 6385Manager, Investor Relations

General Counsel Ronald A. Robins, Jr.

Page 9: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 9 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Board

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Governance - Board KeyMetrics Flag Impact

Related Party Transactions 7.4 %

Overboarded Non-Exec Directors 7.4 %

Negative Director Votes 7.4 %

Risk Management Expertise 3.0 %

Company PeersCompany Ticker Country Market

Cap ($mm)1 yearTSR

TotalDirectors

BoardRating

BoardScore

Foot Locker, Inc. NYSE:FL USA 6,769.07 32.01 10 B 90

Urban Outfitters, Inc. NASD:URBN USA 5,356.18 -5.74 7 F 4

Kate Spade & Co NYSE:KATE USA 4,565.74 157.59 12 C 60

Carter's, Inc. NYSE:CRI USA 4,080.01 29.88 10 B 84

DSW Inc. NYSE:DSW USA 3,217.63 31.31 11 C 28

Abercrombie & Fitch Co. NYSE:ANF USA 2,962.77 -30.04 12 C 51

Ascena Retail Group Inc NASD:ASNA USA 2,781.80 14.56 7 D 12

Chico's FAS, Inc. NYSE:CHS USA 2,469.50 3.46 8 C 59

American Eagle Outfitters NYSE:AEO USA 2,387.91 -28.05 9 C 66

Guess?, Inc. NYSE:GES USA 2,364.10 30.11 6 C 46

The Men's Wearhouse, Inc. NYSE:MW USA 2,297.32 67.05 10 D 20

The Buckle, Inc. NYSE:BKE USA 2,203.90 19.15 9 D 8

Page 10: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 10 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Board

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

About the BoardChairman of the Board Arthur C. Martinez

Chief Executive Officer Michael S. Jeffries

Lead Director Craig R. Stapleton

Formal Governance Policy Available? Yes

Business Ethics Policy Available? Yes

Full Board Meetings Held Last Year 7

Non-Executive Director Mtgs Held Last Year 4

Classified Board Elections? No

Director Election Standard? Majority

Independent Audit Committee? Yes

Independent Comp Committee? Yes

Independent Nominating Committee? Yes

Board Has Outside Majority? Yes

Total Directors 12

Inside Directors 1

Outside Directors 10

Outside Related Directors 1

Designated Directors 0

Directors Over 70 2

Directors With Over 15yrs Tenure 2

Overboarded Executive Directors 0

Overboarded Non-Executive Directors 1

Female Directors 2

Directors Who Are CEOs of a Rated Company 2

Directors Who Failed Min Attendance 0

Directors Who Hold Minimal Shares in theCompany

0

Flagged Directors 0

Board of DirectorsName Age Tenure Boards Status Relationship Share Held Vote Against % Proxy Votes Year

Archie M. Griffin 58 14 1 Active Outside 36,999 11.50% 2011

Arthur C. Martinez COB 73 0 6 Active Outside

Charles R. Perrin 68 0 2 Active Outside

Craig R. Stapleton LD 68 5 3 Active Outside 24,025 16.08% 2013

Elizabeth M. Lee 69 4 1 Active Outside 7,267 3.04% 2011

James B. Bachmann 70 11 2 Active Outside 14,915 3.39% 2013

John W. Kessler 77 16 2 Active Outside Related 14,289 16.69% 2013

Kevin S. Huvane 54 3 1 Active Outside 4,500 15.97% 2013

Lauren J. Brisky 62 11 1 Active Outside 23,492 10.13% 2011

Michael E. Greenlees 66 3 1 Active Outside 1,500 16.01% 2013

Michael S. Jeffries CEO 69 18 1 Active Inside 1,007,728 4.14% 2013

Terry Burman 67 0 3 Active Outside

Page 11: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 11 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Board

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Name Age Tenure Boards Status Relationship Share Held Vote Against % Proxy Votes Year

Allan A. Tuttle 3 0 Retired Outside 8,451 3.46% 2008

Daniel J. Brestle 67 2 1 Retired Outside 2,394

Edward F. Limato 73 7 0 Retired Outside 16,971 48.41% 2010

John A. Golden 64 10 0 Retired Outside 54,082 8.57% 2007

Kathryn D. Sullivan Ph.D. 59 3 0 Retired Outside 200

Leslie H. Wexner 75 2 1 Retired Outside Related 0

Robert A. Rosholt 63 2 1 Retired Outside 1,930 25.87% 2010

Robert S. Singer 61 1 2 Retired Inside 4,269

Russell M. Gertmenian 61 9 0 Retired Outside 35,728 12.81% 2005

Sam N. Shahid Jr. 67 7 0 Retired Outside Related 4,058

Seth R. Johnson 59 6 1 Retired Inside 56,249

Board CommitteesName Age Board Tenure Committee Status Relationship

Audit Committee (met 8 time(s) last year)

Name Age Board Tenure Committee Status Relationship

Lauren J. Brisky 62 11 X Outside

James B. Bachmann 70 11 C Outside

Craig R. Stapleton 68 5 X Outside

Michael E. Greenlees 66 3 X Outside

Charles R. Perrin 68 0 X Outside

Compensation Committee (met 6 time(s) last year)

Name Age Board Tenure Committee Status Relationship

Terry Burman 67 0 X Outside

Charles R. Perrin 68 0 X Outside

Craig R. Stapleton 68 5 X Outside

Kevin S. Huvane 54 3 X Outside

Michael E. Greenlees 66 3 C Outside

Executive Committee (met 4 time(s) last year)

Name Age Board Tenure Committee Status Relationship

Craig R. Stapleton 68 5 X Outside

John W. Kessler 77 16 C Outside Related

Michael S. Jeffries 69 18 X Inside

Nominating and Governance Committee (met 6 time(s) last year)

Name Age Board Tenure Committee Status Relationship

Craig R. Stapleton 68 5 C Outside

Terry Burman 67 0 X Outside

Lauren J. Brisky 62 11 X Outside

Archie M. Griffin 58 14 X Outside

Corporate Social Responsibility Committee (met 4 time(s) last year)

Name Age Board Tenure Committee Status Relationship

John W. Kessler 77 16 X Outside Related

Archie M. Griffin 58 14 C Outside

Elizabeth M. Lee 69 4 X Outside

Page 12: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 12 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Board

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Name Age Board Tenure Committee Status Relationship

Kevin S. Huvane 54 3 X Outside

Auditor: PricewaterhouseCoopers LLPPayment Amount

Audit Fees 2,587,177

Audit Related Fees 0

Audit Tax Fees 5,651

Other Audit Fees 0

Total Fees $ 2,592,828

Auditor Fees

Audit : 99.78 %

Audit Related: 0.00 %

Audit Tax: 0.22 %

Other: 0.00 %

Page 13: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 13 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Arthur C. MartinezMr. Arthur C. Martinez is Non-Executive Independent Chairman of the Board of Abercrombie & Fitch Co. Mr.Martinez brings substantial public company board experience and senior executive experience in the retailindustry. Mr. Martinez currently serves on the Board of Directors of American International Group, IAC/InteractiveCorporation, Fifth & Pacific Companies (formerly Liz Claiborne), International Flavors & Fragrances, Inc., wherehe is Lead Director, and HSN, Inc., where he is Chairman. In connection with his appointment as a Directorand Non-Executive Chairman of Abercrombie & Fitch, Mr. Martinez has notified the boards of two companies,of which he currently is a director, that he will not stand for reelection at the next annual meeting. Mr. Martinezpreviously served on the Board of PepsiCo, Inc. and was Chairman of the Board of the Federal Reserve Bank ofChicago. He also served as Chairman and CEO of Sears, Roebuck and Co. and prior to that was Vice Chairmanand a Director of Saks Fifth Avenue. Prior to that, Mr. Martinez served as the Group Chief Executive for theretail division of B.A.T. Industries/BATUS, Inc., which included Saks Fifth Avenue, Marshall Field’s and otherdepartment stores. Mr. Martinez received a B.S. degree from Polytechnic University of New York University, andan M.B.A. degree from Harvard Business School.

Title :Non-Executive Chairman of theBoard

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

IAC/InterActiveCorp (NASD:IACI) C Average (60) Director- Head of Compensation Committee- Head of Human ResourcesCommittee

Sep 15, 2005- Jun 15, 2014

Kate Spade & Co (NYSE:KATE) C Very Aggressive (10) Director- Head of Compensation Committee- Member of Audit Committee

Jan 3, 2001 -May 15, 2014

PepsiCo, Inc. (NYSE:PEP) C Average (55) Director May 15, 1999- May 2, 2012

Martha Stewart Living Omnimedia, Inc.(NYSE:MSO)

C Average (70) Director Jun 4, 2003 -Jul 27, 2004

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Non-Executive Chairman of theBoard

Jan 27, 2014- Present

American International Group Inc (NYSE:AIG) C Average (59) Director- Head of Compensation Committee- Member of Governance Committee- Member of Nominating Committee

Jun 15, 2009- Present

International Flavors & Fragrances Inc(NYSE:IFF)

C Aggressive (16) Director- Member of Audit Committee- Member of Governance Committee- Member of Nominating Committee

Jun 30, 2006- Present

HSN, Inc. (NASD:HSNI) C Average (54) Chairman of the Board- Head of Governance Committee- Head of Nominating Committee- Member of Executive Committee

Aug 15, 2008- Present

EducationName Degree Major Graduated

University of Notre Dame Juris Doctor

Harvard University Masters of BusinessAdministration

Polytechnic University in New York Bachelor of Science MechanicalEngineering

Page 14: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 14 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Michael S. JeffriesMr. Michael S. Jeffries is Chief Executive Officer, Director of Abercrombie & Fitch Co. Mr. Jeffries has servedas Chairman of the Company since May 1998, and as Chief Executive Officer of the Company since February1992. From February 1992 until May 1998, Mr. Jeffries held the title of President of the Company.

Title :Chief Executive Officer, Director

Committees :Executive

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Chief Executive Officer, Director- Member of Executive Committee

Jan 27, 2014- Present

Page 15: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 15 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Jonathan E. RamsdenMr. Jonathan E. Ramsden is Chief Financial Officer, Chief Operating Officer of Abercrombie & Fitch Co. FromDecember 1998 to December 2008, Mr. Ramsden served as Chief Financial Officer and a member of theExecutive Committee of TBWA Worldwide, a large advertising agency network and a division of OmnicomGroup Inc. Prior to becoming Chief Financial Officer of TWBA Worldwide, he served as Controller and PrincipalAccounting Officer of Omnicom Group Inc. from June 1996 to December 1998.

Title :Chief Financial Officer, ChiefOperating Officer

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Omnicom Group Inc. (NYSE:OMC) C Aggressive (23) Controller Jun 15, 1996 -Jun 15, 1998

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Chief Financial Officer, ChiefOperating Officer

Jan 27, 2014- Present

Page 16: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 16 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

James N. BierbowerMr. James N. Bierbower is Executive Vice President - Human Resources of Abercrombie & Fitch Co. He joinedAbercrombie & Fitch in 2006 as Vice President - Organizational Development. He was promoted to Senior VicePresident in 2008 and assumed his most current role as Senior Vice President - Human Resources two yearsago. Mr. Bierbower is a graduate of the University of Pennsylvania's Wharton School. Prior to joining A&F, heheld a variety of positions in merchandising, human resources, finance and operations with The May DepartmentStores Company.

Title :Executive Vice President - HumanResources

Start Date :Feb 26, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Executive Vice President - HumanResources

Feb 26, 2014- Present

EducationName Degree Major Graduated

Wharton School of Business at the University ofPennsylvania

Page 17: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 17 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Diane ChangMs. Diane Chang is Executive Vice President - Sourcing of Abercrombie & Fitch Co., since May 2004. Priorthereto, Ms. Chang held the position of Senior Vice President — Sourcing of A&F from February 2000 to May2004 and the position of Vice President — Sourcing of A&F from May 1998 to February 2000.

Title :Executive Vice President - Sourcing

Start Date :May 15, 2004

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Executive Vice President - Sourcing May 15, 2004- Present

Page 18: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 18 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Leslee K. HerroMs. Leslee K. Herro is Executive Vice President - Planning and Allocation of Abercrombie & Fitch Co., since May2004. Prior thereto, Ms. Herro held the position of Senior Vice President — Planning and Allocation of A&F fromFebruary 2000 to May 2004 and the position of Vice President — Planning & Allocation of A&F from February1994 to February 2000.

Title :Executive Vice President - Planningand Allocation

Start Date :May 15, 2004

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Executive Vice President - Planningand Allocation

May 15, 2004- Present

Page 19: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 19 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Amy ZehrerMs. Amy Zehrer is Executive Vice President - Stores of Abercrombie & Fitch Co. Prior thereto, Ms. Zehrer heldthe position of Senior Vice President — Stores of A&F from November 2007 to February 2013 and the positionof Vice President — Stores of A&F from August 2006 to November 2007. Ms. Zehrer has been with A&F since1992 playing an integral part in evolving the brands and the success of the Company's international expansion.

Title :Executive Vice President - Stores

Start Date :Feb 26, 2013

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Executive Vice President - Stores Feb 26, 2013- Present

Page 20: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 20 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Robert E. BostromMr. Robert E. Bostrom has been appointed as Senior Vice President, General Counsel, Corporate Secretary ofAbercrombie & Fitch Co., effective January 2014. Mr. Bostrom, who graduated from Boston College Law School in1980. Mr. Bostrom joins Abercrombie from international law firm Greenberg Traurig, where he served as Co-Chairof the Financial Regulatory and Compliance Practice, a firm known for quality and innovation and particularlyexperienced in the areas of law and business concerns. Prior to that, Mr. Bostrom was Executive Vice President,General Counsel and Corporate Secretary of The Federal Home Loan Mortgage Corporation, where he playeda pivotal role directing the company's legal strategy during the financial crisis. During his tenure, he was namedone of the most influential in-house counsels in Washington DC by The National Law Journal, and Freddie Macwas recognized as having one of the country's Best Legal Departments in 2011 by Corporate Counsel magazine.He has advised boards of directors and committees on corporate governance issues, compliance and enterpriserisk management programs, and crisis management. Earlier in his career, Mr. Bostrom served as Executive VicePresident and General Counsel - Legal and Regulatory of National Westminster Bancorp, which controlled alarge US subsidiary of a major global bank, and ultimately helped structure the sale of the bank for $3.6 billion.

Title :Senior Vice President, GeneralCounsel, Corporate Secretary

Start Date :Jan 15, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Senior Vice President, GeneralCounsel, Corporate Secretary

Jan 15, 2014- Present

Federal Home Loan Mortgage Corp (OTC:FMCC) Conservative (99) Executive Vice President, GeneralCounsel, Corporate Secretary

Feb 1, 2006 -Jul 29, 2011

EducationName Degree Major Graduated

Boston College Juris Doctor

Columbia University Masters

Franklin and Marshall College Bachelor of Arts

Page 21: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 21 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

James B. BachmannMr. James B. Bachmann is Independent Director of Abercrombie & Fitch Co., since July 2003. Mr. Bachmannretired in 2003 as Managing Partner of the Columbus, Ohio office of Ernst & Young LLP, after serving in variousmanagement and audit engagement partner roles in his 36 years with the firm. Mr. Bachmann also serves as thelead independent director and Chair of the Audit Committee of Lancaster Colony Corporation, a company whichmanufactures and markets food products and for which he has served as a director since 2003.

Title :Director

Committees :Audit (HEAD)

Start Date :Jul 11, 2003

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Lancaster Colony Corp. (NASD:LANC) C Average (84) Director- Head of Audit Committee- Member of Executive Committee

Nov 15, 2007- Present

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Head of Audit Committee- Member of CompensationCommittee

Jul 11, 2003- Present

EducationName Degree Major Graduated

John Carroll University Bachelors Accounting

Page 22: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 22 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Lauren J. BriskyMs. Lauren J. Brisky is Independent Director of Abercrombie & Fitch Co., since July 2003. Ms. Brisky retiredFebruary 1, 2009 as the Vice Chancellor for Administration and Chief Financial Officer of Vanderbilt University,after serving 10 years in that capacity. As the Vice Chancellor for Administration and Chief Financial Officer,she served as the financial liaison for Vanderbilt University’s Audit, Budget and Executive Committees andwas responsible for Vanderbilt University’s financial management as well as administrative infrastructure,which included such areas as facilities and construction, human resources, information systems and businessoperations. She served as Associate Vice Chancellor for Finance of Vanderbilt University from 1988 until her1999 appointment to Vice Chancellor. Ms. Brisky has also held positions at the University of Pennsylvania,Cornell University and North Carolina State University. She serves as Chair of the Board of Trustees for SimmonsCollege, where she has served as a member of the Board since 2000. Ms. Brisky has also served as a memberof the Board of Directors of the Metropolitan Sports Authority of Nashville since 2004.

Title :Director

Committees :Audit , Governance , Nominating

Start Date :Jul 11, 2003

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Member of Audit Committee- Member of Governance Committee- Member of Nominating Committee

Jul 11, 2003- Present

EducationName Degree Major Graduated

Cornell University Masters of BusinessAdministration

Simmons College of Kentucky Bachelor of Arts

Page 23: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 23 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Terry Lee BurmanMr. Terry Lee Burman is Independent Director of Abercrombie & Fitch Co. Mr. Burman brings to the Boardsignificant experience and expertise in the retail industry. Mr. Burman is currently Chairman of Zale Corporation,and he serves on the Board of Tuesday Morning Corporation. He previously served on the Boards of Barry’sJewelers, Inc., Caesars World, Inc., Unimax Corporation and Yankee Candle Company. Mr. Burman waspreviously CEO of Signet Jewelers Ltd. and served on the Signet Board of Directors. Prior to Signet, Mr. Burmanwas President and CEO of Barry’s Jewelers, Inc. Mr. Burman received a B.S. from the University of SouthernCalifornia.

Title :Director

Committees :Compensation , Governance ,Nominating

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Member of CompensationCommittee- Member of Governance Committee- Member of Nominating Committee

Jan 27, 2014- Present

Zale Corporation (NYSE:ZLC) C Average (38) Chairman of the Board May 31, 2013- Present

Tuesday Morning Corporation (NASD:TUES) C Average (57) Director- Member of Audit Committee- Member of CompensationCommittee- Member of Governance Committee- Member of Nominating Committee

Feb 4, 2013- Present

Yankee Holding Corp. (AI:B1E33) Average (54) Director- Member of Audit Committee- Member of CompensationCommittee

Oct 23, 2007- Present

Signet Jewelers Ltd. (NYSE:SIG) C Aggressive (20) Chief Executive Officer, Director Jun 15, 2000 -Jan 29, 2011

EducationName Degree Major Graduated

University of Southern California Bachelor of Science

Page 24: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 24 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Michael E. GreenleesMr. Michael E. Greenlees has been appointed as Independent Director of Abercrombie & Fitch Co., effectiveFebruary 15, 2011. Since 2007, Mr. Greenlees has served as Chief Executive Officer of Ebiquity plc, a U.Kbased company that provides data-driven insights to the global media and marketing community and is listedon the London Stock Exchange’s AIM market. Mr. Greenlees was one of the original founding partners of GoldGreenlees Trott, or The GGT Group plc, an international advertising and marketing group. The GGT Group plcwas listed on the London Stock Exchange in 1986 at which time Mr. Greenlees became Chairman and ChiefExecutive Officer, a role he occupied for over 10 years until the company’s sale to Omnicom Group Inc., a holdingcompany for a number of advertising and marketing services businesses, in 1998. At that time, Mr. Greenleesjoined the Board of Directors of Omnicom Group Inc. and served as President and Chief Executive of TBWAWorldwide Inc., a subsidiary with offices in nearly 70 countries. In 2001, Mr. Greenlees became Executive VicePresident of Omnicom Group Inc. and served in that role until 2003. From 2004 to 2006, he served as ChiefExecutive Officer of FastChannel Network, Inc., a software solutions business targeting the advertising and mediacommunity. Mr. Greenlees has served on the boards of several public companies, including Omnicom GroupInc., Hewitt Associates Inc., and Ebiquity plc.

Title :Director

Committees :Compensation (HEAD) , Audit

Start Date :Feb 15, 2011

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Head of Compensation Committee- Member of Audit Committee

Feb 15, 2011- Present

Ebiquity plc (SEA:EBQ) Average (56) Chief Executive Officer, ExecutiveDirector

Oct 10, 2007- Present

Omnicom Group Inc. (NYSE:OMC) C Aggressive (23) Executive Vice President, Director Mar 15, 2001 -May 21, 2002

Page 25: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 25 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Archie M. GriffinMr. Archie M. Griffin is Independent Director of Abercrombie & Fitch Co., since August 2000. Since July 2010,Mr. Griffin has been the Senior Vice President of Alumni Relations at The Ohio State University. Mr. Griffin hasalso served as President and Chief Executive Officer of The Ohio State University Alumni Association, Inc. sinceJanuary 2004 and as an ex-officio member of the Board of Directors of The Ohio State University Foundationsince January 2004. Mr. Griffin served as the Associate Director of Athletics at The Ohio State University from1994 to 2003, after serving more than nine years in various positions within the Athletic and Employment ServicesDepartments at The Ohio State University. Mr. Griffin has also served as a director of Motorists Mutual InsuranceCompany since 1991 and the Ohio Auto Club since 1992. Mr. Griffin has also served as a member of the Boardof the Columbus Youth Foundation (Vice Chair) since 1991.

Title :Director

Committees :CSR Responsibility (HEAD) ,Governance , Nominating

Start Date :Aug 2, 2000

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Head of CSR ResponsibilityCommittee- Member of Governance Committee- Member of Nominating Committee

Aug 2, 2000- Present

EducationName Degree Major Graduated

Ohio State University Bachelor of BusinessAdministration

Page 26: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 26 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Kevin S. HuvaneMr. Kevin S. Huvane has been appointed as Independent Director of Abercrombie & Fitch Co., effective Febraury15, 2011. Since October 1995, Mr. Huvane has been a partner and Managing Director of Creative Artists Agency,a leading entertainment and sports agency, based in Los Angeles with offices in New York, London, Nashville andBeijing. Mr. Huvane works in the Los Angeles office and represents many of the world’s leading actors, writersand directors in film, theatre and television. Among his many charitable activities, he is on the Board of Directorsof the Entertainment Industry Foundation, a leading charitable organization of the entertainment industry, andthe National Board of Directors of Communities in Schools, a leading dropout prevention organization.

Title :Director

Committees :Compensation , CSR Responsibility

Start Date :Feb 15, 2011

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Member of CompensationCommittee- Member of CSR ResponsibilityCommittee

Feb 15, 2011- Present

Page 27: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 27 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

John W. KesslerMr. John W. Kessler is Independent Director of Abercrombie & Fitch Co., since 1998. Mr. Kessler has been theowner of John W. Kessler Company, a real estate development company, since 1972 and Chairman of The NewAlbany Company, a real estate development company, since 1988. He also has served as a director of ColumbusRegional Airport Authority since 1991 and as a member of the Advisory Board of The John Glenn School ofPublic Affairs at The Ohio State University since 2009. Mr. Kessler served as a director of Commercial VehicleGroup, Inc. from 2008 to 2013.

Title :Director

Committees :Executive (HEAD) , CSRResponsibility

Start Date :Jun 15, 1998

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Commercial Vehicle Group, Inc. (NASD:CVGI) B Average (85) Director Aug 12, 2008 -May 16, 2013

JPMorgan Chase & Co. (NYSE:JPM) F Very Aggressive (4) Director Jun 15, 1995 -Jun 15, 2006

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Head of Executive Committee- Member of CSR ResponsibilityCommittee

Jun 15, 1998- Present

EducationName Degree Major Graduated

Ohio State University Bachelors BusinessAdministration

Page 28: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 28 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Elizabeth M. LeeMs. Elizabeth M. Lee has been appointed as Independent Director of Abercrombie & Fitch Co., effective March25, 2010. Since June 2009, Ms. Lee has served as the Head of School of Columbus School for Girls in Columbus,Ohio. She also served as Interim Head of School of Porter-Gaud School in Charleston, South Carolina, and TrinityEpiscopal School in Austin, Texas between 2004 and 2009 and as the Headmistress of The Hockaday Schoolin Dallas, Texas from 1990 until 2004. Ms. Lee was a past president of the National Association of Principalsof Schools for Girls and the Country Day School Headmasters Association, as well as a former board memberof the National Association of Independent Schools (NAIS) and the Educational Records Bureau, among manyother organizations.

Title :Director

Committees :CSR Responsibility

Start Date :Mar 25, 2010

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Member of CSR ResponsibilityCommittee

Mar 25, 2010- Present

Page 29: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 29 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Charles R. PerrinMr. Charles R. Perrin is Independent Director of Abercrombie & Fitch Co. Mr. Perrin joins the Board withexperience serving on boards of both public and private companies in the retail industry. Mr. Perrin currentlyserves on the Board of the Campbell Soup Company. Previously, Mr. Perrin served on the Boards of AvonProducts, Inc., Duracell, Inc., Eastern Mountain Sports, Inc. and Warnaco Group Inc., where he was Non-Executive Chairman. He served as Chairman and CEO of Avon Products, Inc and prior to that served as Chairmanand CEO of Duracell International Inc. Mr. Perrin received a B.A. degree from Trinity College and an M.B.A.degree from Columbia University.

Title :Director

Committees :Audit , Compensation

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Member of Audit Committee- Member of CompensationCommittee

Jan 27, 2014- Present

Avon Products, Inc. (NYSE:AVP) C Average (47) Chairman of the Board and ChiefExecutive Officer

May 6, 1999- Nov 4, 1999

Campbell Soup Company (NYSE:CPB) C Aggressive (26) Director- Head of Compensation Committee- Member of Finance Committee

Jun 15, 1999- Present

EducationName Degree Major Graduated

Columbia University Masters of BusinessAdministration

Trinity College Bachelor of Arts

Page 30: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 30 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Director Bio

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Craig R. StapletonHonourable Ambassador Craig R. Stapleton is Independent Director of Abercrombie & Fitch Co. Since 2009, Mr.Stapleton has served as a senior advisor to Stone Point Capital, a private equity firm. Mr. Stapleton served asUnited States Ambassador to France from 2005 to 2009. He also served as United States Ambassador to theCzech Republic from 2001 until 2004. Mr. Stapleton served as President of Marsh and McLennan Real EstateAdvisors of New York, a commercial real estate firm, from 1982 until 2001. He has been a co-owner of the St.Louis Cardinals baseball team since July 2009 and was a co-owner of the Texas Rangers baseball team from1989 until 1998. Mr. Stapleton has served on the Board of Directors of Flamel Technologies, S.A. since July2011. He also has served as a member of the Board of Directors of the George W. Bush Library and Foundationsince January 2006, and as a member of the Board of Directors of the National September 11 Memorial andMuseum at the World Trade Center since January 2009.

Title :Director

Committees :Nominating (HEAD) , Governance(HEAD) , Audit , Compensation ,Executive

Start Date :Jan 27, 2014

External DirectorshipsCompany Current

ESG RatingCurrent AGR Rating Title Dates

Avis Budget Group Inc. (NASD:CAR) C Aggressive (13) Director Dec 15, 1997- Jun 30, 1999

Abercrombie & Fitch Co. (NYSE:ANF) D Average (75) Director- Head of Nominating Committee- Head of Governance Committee- Member of Audit Committee- Member of CompensationCommittee- Member of Executive Committee

Jan 27, 2014- Present

EducationName Degree Major Graduated

Harvard University Masters of BusinessAdministration

Harvard University Bachelor of Arts

Page 31: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 31 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Pay

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Governance - Pay KeyMetrics Flag Impact

Performance Targets 3.0 %

Peer Performance Measures 3.0 %

Severance Vesting 7.4 %

Dilution Concerns 1.5 %

Significant Vote Against Pay Practices 3.0 %

CEO Pay Perks & Other Comp 3.0 %

CEO Pay NQDC 3.0 %

Company PeersCompany Ticker Country Market

Cap ($mm)1 yearTSR

Total CEOSummary Pay

PayRating

PayScore

Foot Locker, Inc. NYSE:FL USA 6,769.07 32.01 11,050,569 C 53

Urban Outfitters, Inc. NASD:URBN USA 5,356.18 -5.74 33,273 C 46

Kate Spade & Co NYSE:KATE USA 4,565.74 157.59 8,235,062 C 73

Carter's, Inc. NYSE:CRI USA 4,080.01 29.88 9,766,346 B 76

DSW Inc. NYSE:DSW USA 3,217.63 31.31 5,087,243 C 75

Abercrombie & Fitch Co. NYSE:ANF USA 2,962.77 -30.04 8,160,373 D 7

Ascena Retail Group Inc NASD:ASNA USA 2,781.80 14.56 8,680,347 C 47

Chico's FAS, Inc. NYSE:CHS USA 2,469.50 3.46 6,500,695 C 73

American Eagle Outfitters NYSE:AEO USA 2,387.91 -28.05 11,613,840 A 100

Guess?, Inc. NYSE:GES USA 2,364.10 30.11 8,801,425 F 3

The Men's Wearhouse, Inc. NYSE:MW USA 2,297.32 67.05 2,094,570 B 91

The Buckle, Inc. NYSE:BKE USA 2,203.90 19.15 8,536,730 C 52

CEO – Michael S. JeffriesMr. Michael S. Jeffries is Chief Executive Officer, Director of Abercrombie & Fitch Co. Mr. Jeffries has served as Chairman of the Company since May1998, and as Chief Executive Officer of the Company since February 1992. From February 1992 until May 1998, Mr. Jeffries held the title of Presidentof the Company.

Executive PayName Title Reporting Period Total Summary Pay

Michael S. Jeffries CEO Chief Executive Officer, Director 2013 $ 8,160,373

Leslee K. Herro Executive Vice President - Planning and Allocation 2013 $ 5,373,747

Diane Chang Executive Vice President - Sourcing 2013 $ 5,352,475

Jonathan E. Ramsden CFO Chief Financial Officer, Chief Operating Officer 2013 $ 4,746,287

Pay/Compensation CommitteeName Age Gender Title Relationship Committee Chair

Terry Lee Burman M Director

Michael E. Greenlees M Director Outside

Kevin S. Huvane M Director Outside

Charles R. Perrin M Director

Craig R. Stapleton M Director Outside

Page 32: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 32 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Pay

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Last Reported CEO Pay Figures — Michael S. JeffriesCompensation Document Date: May 16, 2013

Summary Compensation

Pay Year 2012

Salary $ 1,528,846

Annual Bonus $ 0

Non-Equity Incentive Compensation $ 1,731,600

Grant Date Value of Stock Awards $ 0

Grant Date Value of Option Awards $ 0

Pension/NQDC Earnings $ 4,099,389

Perks and All Other Pay $ 800,538

Summary: Options Granted

Total Summary Pay $ 8,160,373

Total Annual Pay $ 4,060,984

Total Realized Pay $ 10,003,452

Option Exercises and Stock Vested

Number of Options Exercised 91,122

Value Realized on Exercise $ 1,843,079

Shares Acquired on Vesting 0

Value Realized on Vesting $ 0

Pension Benefits

Number of Years of Credited Service 0

Present Value of Accumulated Benefits $ 18,463,490

Pension Payments (Last FY) $ 0

Non-Qualified Deferred Compensation

Executive Contributions (Last FY) $ 59,475

Registrant Contribution (Last FY) $ 355,225

Aggregate Earnings (Last FY) $ 561,267

Aggregate Withdrawals/Distributions $ 0

Aggregate Balance (Last FYE) $ 11,971,818

Incentive Pay

Incentive Pay as % of Total 35.73%

Incentive Pay as Stock 51.56%

Dilution 14.15%

Run Rate 0.46%

CEO Contract Available? Yes

GMI Ratings obtains these CEO pay figures from the SummaryCompensation and other main compensation tables that appear incompany proxy filings. Where a CEO has been appointed or promotedduring the latter part of a fiscal year, the figures shown here will reflect thepay figures for the former CEO instead.

Total Annual Pay

Non- Equity Incentive Compensation: 42.64 %

Bonus: 0.00 %Salary: 37.65 %

All Other Compensation: 19.71 %

Total Summary Pay

Total Annual Pay: 49.76 %Pension/ NQDC Earnings: 50.24 %

Grant Date Value of Stock Award: 0.00 %

Grant Date Value of Option Award: 0.00 %

Page 33: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 33 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Ownership

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Governance - Ownership & ControlKeyMetrics

Flag Impact

Controlling Shareholder NO

Proxy Access 3.0 %

Constituency Provision 1.5 %

Fair Price Provision or Protection 1.5 %

Director Removal Without Cause 1.5 %

Shareholder Rights to Convene Meeting 1.5 %

Shareholder Action by Written Consent 1.5 %

Confidential Voting 1.5 %

Cumulative Voting 1.5 %

Company PeersCompany Ticker Country Market

Cap ($mm)1 yearTSR

ControllingShareholder

BoardRating

BoardScore

Foot Locker, Inc. NYSE:FL USA 6,769.07 32.01 D 13

Urban Outfitters, Inc. NASD:URBN USA 5,356.18 -5.74 C 42

Kate Spade & Co NYSE:KATE USA 4,565.74 157.59 C 62

Carter's, Inc. NYSE:CRI USA 4,080.01 29.88 C 32

DSW Inc. NYSE:DSW USA 3,217.63 31.31 Yes F 2

Abercrombie & Fitch Co. NYSE:ANF USA 2,962.77 -30.04 C 57

Ascena Retail Group Inc NASD:ASNA USA 2,781.80 14.56 C 27

Chico's FAS, Inc. NYSE:CHS USA 2,469.50 3.46 C 33

American Eagle Outfitters NYSE:AEO USA 2,387.91 -28.05 D 14

Guess?, Inc. NYSE:GES USA 2,364.10 30.11 D 12

The Men's Wearhouse, Inc. NYSE:MW USA 2,297.32 67.05 D 20

The Buckle, Inc. NYSE:BKE USA 2,203.90 19.15 C 52

Ownership InformationOwnership Category Principal Shareholder

Top Shareholders FMR LLC

Majority Shareholder Control (%)

Insider Holdings (%) 5.42%

5% Holdings (%) 38.04%

Total Insider and 5% Holdings (%) 43.46%

Potential Dilution 14.15%

Current Run Rate 0.46%

Equity Insiders - Current Officer and Director ShareholdingsName Age Tenure Shares Held Shares Reported

Michael S. Jeffries CEO 69 18 1,007,728 3,280,051

John W. Kessler 77 16 14,289 22,585

Archie M. Griffin 58 14 36,999 14,614

James B. Bachmann 70 11 14,915 18,845

Page 34: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 34 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Ownership

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Name Age Tenure Shares Held Shares Reported

Lauren J. Brisky 62 11 23,492 34,922

Craig R. Stapleton LD 68 5 24,025 21,328

Elizabeth M. Lee 69 4 7,267 11,197

Kevin S. Huvane 54 3 4,500 8,430

Michael E. Greenlees 66 3 1,500 5,430

Arthur C. Martinez Chairman 73 0

Charles R. Perrin 68 0

Terry Burman 67 0

Takeover DefensesMultiple Share Classes? No

Multiple Share Class Description No Known Concerns

Has Poison Pill? No

Classified Board Elections? No

Strong Classified Board Defense? No

Director Removal For Cause Only? Yes

Vote Required to Remove For Cause (%) 75%

Can Shareholders Fill Board Vacancies? No

Cumulative Voting? No

Vote Required to Call EGM (%) 0%

Vote Required to Act by Written Consent (%) 0%

Vote Required for Merger or Other Transaction (%) 51%

Vote Required to Amend the Charter (%) 51%

Charter Amendment Notes Approval of 75% of shares is required to amend Article 5 (Bylaws); Article 6(Directors) Section 1 (Classification); Article 7 (Written Consent); Article 8 (OtherConstituency); Article 9 (Director Removal); Article 10 (Charter Amendments);Article 11 (Business Combinations); Article 12 (Relationship to The Limited); andArticle 13 (Related Party Transactions) of the charter.

Vote Required to Amend the Bylaws (%) 75%

Business Combination Provision? Yes

Fair Price Provision? No

Control Share Acquisition Provision? No

Stakeholder Constituency Provision? Yes

Advance Notice Requirement? Yes

Page 35: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 35 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Votes

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Director VotesProxy Year Name Age Tenure Status Vote For Vote Against

2013 Craig R. Stapleton LD 68 5 Active 84% 16%

2013 James B. Bachmann 70 11 Active 97% 3%

2013 John W. Kessler 77 16 Active 83% 17%

2013 Kevin S. Huvane 54 3 Active 84% 16%

2013 Michael E. Greenlees 66 3 Active 84% 16%

2013 Michael S. Jeffries CEO 69 18 Active 96% 4%

2011 Archie M. Griffin 58 14 Active 88% 11%

2011 Elizabeth M. Lee 69 4 Active 97% 3%

2011 Lauren J. Brisky 62 11 Active 90% 10%

2010 Edward F. Limato 73 7 Retired 51% 48%

2010 Robert A. Rosholt 63 2 Retired 74% 26%

2008 Allan A. Tuttle 3 Retired 97% 3%

2007 John A. Golden 64 10 Retired 91% 9%

2005 Russell M. Gertmenian 61 9 Retired 87% 13%

Shareholder/Management ProposalsProxy Year Proposal Type Proposal Proponent Vote For Vote Against

2013 Management Auditor Ratification

2013 Management Advisory Vote on ExecutiveCompensation

20% 80%

2013 Shareholder Executive Compensation -Pay For Performance

The International Brotherhood of Electrical Workers’®Pension Benefit Fund

21% 79%

2013 Shareholder Executive Compensation -Severance

The City of Philadelphia Public EmployeesRetirement System

23% 77%

2012 Management Auditor Ratification

2011 Management Auditor Ratification

2010 Management Auditor Ratification

2012 Management Advisory Vote on ExecutiveCompensation

24% 76%

2012 Management Employee Compensation 94% 6%

2011 Management Director & Employee Comp 97% 3%

2011 Management Employee Compensation 70% 30%

2011 Management Reincorporation

2011 Management Advisory Vote Frequency

2011 Management Advisory Vote on ExecutiveCompensation

56% 44%

2011 Management Board Declassification 98% 2%

2011 Shareholder Board Leadership AFSCME Employees Pension Plan 31% 69%

2010 Management Director & Employee Comp 36% 64%

2010 Shareholder Board Declassification Connecticut Retirement Plans & Trust Funds 75% 25%

2010 Shareholder Board Leadership AFSCME Employees Pension Plan 27% 73%

2010 Shareholder Business Activities F&C Management Ltd 23% 77%

2009 Management Majority Vote-Directors 97% 3%

Page 36: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 36 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Votes

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Proxy Year Proposal Type Proposal Proponent Vote For Vote Against

2009 Shareholder Executive Compensation -Post Death Benefits

AFSCME Employee Pension Plan 35% 65%

2008 Shareholder Board Elections - MajorityVoting for Directors

United Brotherhood of Carpenters Pension Fund

2007 Management Executive Compensation 92% 8%

2007 Management Director & Employee Comp 55% 45%

2005 Management Executive Compensation 56% 44%

Page 37: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 37 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Related Party Transactions

Proxy InformationMay 16, 2013

John Kessler is not considered to be independent by Abercrombie & Fitch.

The Board has reviewed, considered and discussed each director's relationships, both direct and indirect, with the Company in order to determinewhether such director meets the independence requirements of the applicable sections of the NYSE Listed Company Manual (the "NYSE Rules"). TheBoard has determined that seven of the nine current directors qualify as independent under the NYSE Rules. Specifically, the Board has determined thateach of James B. Bachmann, Lauren J. Brisky, Michael E. Greenlees, Archie M. Griffin, Kevin S. Huvane, Elizabeth M. Lee and Craig R. Stapleton hasno commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly,that would be inconsistent with a determination of independence under the applicable NYSE Rules. In the course of reaching these determinations,the Board considered among other things:

Mr. Griffin is the Senior Vice President of Alumni Relations at The Ohio State University, President and Chief Executive Officer of The Ohio StateUniversity Alumni Association, Inc. and an ex-officio member of the Board of Directors of The Ohio State University Foundation. The Company will,subject to certain conditions, facilitate gifts which could aggregate to $10,000,000 over no more than ten years (2007 to 2016) to The Ohio StateUniversity Foundation, which gifts are contemplated to be allocated to The Ohio State University Wexner Medical Center. Mr. Griffin was not involved,directly or indirectly, in the solicitation of these gifts to The Ohio State University Foundation.

Since the beginning of Fiscal 2012, the Company has made other charitable contributions to certain charitable organizations with which one or more ofthe directors of the Company is affiliated. None of these charitable contributions has exceeded $50,000.

With respect to John W. Kessler, the Board broadly considered all relevant facts and circumstances, including (i) certain indirect relationships between Mr.Kessler or members of his immediate family and the Company (such as (a) the Company's engagement from time to time of the Jones Day law firm (Mr.Kessler's daughter serves as Partner-in-Charge of the Columbus office of Jones Day but, to the Company's knowledge, has no material direct or indirectinterest in the fees paid by the Company to Jones Day) and (b) the Company's charitable contributions to affiliates of The Ohio State University (Mr.Kessler's son-in-law has served as Senior Vice President and Chief Financial Officer of The Ohio State University since February 2010)), (ii) discussionswith certain stockholders of the Company and (iii) positions of certain proxy advisory firms. Although none of the aforementioned relationships disqualifiesMr. Kessler from being deemed independent under the NYSE Rules and although the Company has analyzed the indirect relationships noted in (i)above under Item 404 of SEC Regulation S-K and the Company's Related Person Transaction Policy and concluded that none of such relationshipsconstitute a related person transaction, the Board determined that, based on the relevant facts and circumstances as a whole, Mr. Kessler does notqualify as independent at this time. Mr. Kessler is not currently serving (and did not during Fiscal 2012 serve) on the Audit Committee, the CompensationCommittee or the Nominating and Board Governance Committee.

Mr. Jeffries does not qualify as independent because he is an executive officer of the Company.

Proxy InformationMay 11, 2012

Director Independence

The Board has reviewed, considered and discussed each director's relationships, both direct and indirect, with the Company in order to determinewhether such director meets the independence requirements of the applicable sections of the NYSE Listed Company Manual (the "NYSE Rules"). TheBoard has determined that seven of the nine current directors qualify as independent under the NYSE Rules. Specifically, the Board has determined thateach of James B. Bachmann, Lauren J. Brisky, Michael E. Greenlees, Archie M. Griffin, Kevin S. Huvane, Elizabeth M. Lee and Craig R. Stapleton hasno commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly,that would be inconsistent with a determination of independence under the applicable NYSE Rules. In the course of reaching these determinations,the Board considered among other things:

The relevant relationships described above in the section captioned "Certain Relationships and Related Transactions Transactions with RelatedPersons."

Mr. Griffin is the Senior Vice President of Alumni Relations at The Ohio State University and an ex-officio member of the Board of Directors of TheOhio State University Foundation. The Company will, subject to certain conditions, facilitate gifts which could aggregate to $10,000,000 over no morethan ten years (2007 to 2016) to The Ohio State University Foundation, which gifts are contemplated to be apportioned approximately 50% to The OhioState University Hospital and approximately 50% to The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute of The Ohio StateUniversity. Mr. Griffin was not involved, directly or indirectly, in the solicitation of these gifts to The Ohio State University Foundation.

Page 38: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 38 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Since the beginning of Fiscal 2011, the Company has made other charitable contributions to certain charitable organizations with which one or more ofthe directors of the Company is affiliated. None of these charitable contributions has exceeded $50,000.

With respect to John W. Kessler, the Board broadly considered all relevant facts and circumstances, including (i) certain indirect relationships between Mr.Kessler or members of his immediate family and the Company (such as (a) the Company's engagement from time to time of the Jones Day law firm (Mr.Kessler's daughter serves as Partner-in-Charge of the Columbus office of Jones Day but, to the Company's knowledge, has no material direct or indirectinterest in the fees paid by the Company to Jones Day) and (b) the Company's charitable contributions to affiliates of The Ohio State University (Mr.Kessler's son-in-law has served as Senior Vice President and Chief Financial Officer of The Ohio State University since February 2010)), (ii) discussionswith certain stockholders of the Company and (iii) positions of certain proxy advisory firms. Although none of the aforementioned relationships disqualifiesMr. Kessler from being deemed independent under the NYSE Rules and although the Company has analyzed the indirect relationships noted in (i)above under Item 404 of SEC Regulation S-K and the Company's Related Person Transaction Policy and concluded that none of such relationshipsconstitutes a related person transaction, the Board determined that, based on the relevant facts and circumstances as a whole, Mr. Kessler does notqualify as independent at this time. Mr. Kessler is not currently serving (and did not during Fiscal 2011 serve) on the Audit Committee, the CompensationCommittee or the Nominating and Board Governance Committee.

Mr. Jeffries does not qualify as independent because he is an executive officer of the Company.

Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company has paid the legal fees incurredby current and former executive officers and directors in connection with the derivative lawsuits on behalf of the Company described in the sectioncaptioned "Certain Legal Proceedings" on page 36. During Fiscal 2011, the Company advanced approximately $507,000 for such fees on behalf of suchcurrent and former executive officers and directors. Each such current or former executive officer or director has undertaken to repay to the Companyany expenses advanced by the Company should it be ultimately determined that the executive officer or director was not entitled to indemnification bythe Company. The Company has been reimbursed for most of these fees under one or more of its insurance policies.

Certain Legal Proceedings

On September 16, 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Courtfor the Southern District of Ohio, naming the Company as a nominal defendant and seeking to assert claims for unspecified damages against nineof the Company's present and former directors, alleging various breaches of the directors' fiduciary duty and seeking equitable and monetary relief.In the following three months, four similar derivative actions were filed (three in the United States District Court for the Southern District of Ohio andone in the Court of Common Pleas for Franklin County, Ohio) against present and former directors of the Company alleging various breaches of thedirectors' fiduciary duty allegedly arising out of antecedent employment law and securities class actions brought against the Company. A consolidatedamended derivative complaint was filed in the federal proceeding on July 10, 2006. On February 16, 2007, the Company announced that its Board hadreceived a report of the Special Litigation Committee established by the Board to investigate and act with respect to claims asserted in the derivativecases, which concluded that there was no evidence to support the asserted claims and directed the Company to seek dismissal of the derivative cases.On September 10, 2007, the Company moved to dismiss the federal derivative cases on the authority of the Special Litigation Committee Report. OnMarch 12, 2009, the Company's motion was granted and, on April 10, 2009, plaintiffs filed an appeal from the order of dismissal in the United StatesCourt of Appeals for the Sixth Circuit. On April 5, 2011, a panel of the United States Court of Appeals for the Sixth Circuit reversed the decision ofthe District Court and remanded the action for further proceedings. On November 1, 2011, the District Court entered an order which gave preliminaryapproval to a proposed settlement of the consolidated derivative litigation. The District Court also set a hearing (the "Fairness Hearing") for December13, 2011 to determine whether the proposed settlement should be finally approved and to consider an award of fees and expenses to plaintiffs' counsel.The District Court also directed that notice be given to the Company's stockholders concerning the proposed settlement and their right to be heard inconnection with the Fairness Hearing. On December 19, 2011, the District Court, after the Fairness Hearing, entered a final order (1) approving theproposed settlement submitted to the District Court by the parties to the derivative litigation and (2) dismissing with prejudice all claims contained inthe 2005 derivative cases. The District Court's order also resulted in the dismissal of the state-court derivative action, which had been stayed pendingresolution of the federal derivative cases.

Proxy InformationMay 16, 2011

Transactions with Related Persons

Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company is paying the legal fees incurredby current and former executive officers and directors in connection with the derivative lawsuits on behalf of the Company described in the sectioncaptioned "Certain Legal Proceedings" on page 35. During Fiscal 2010, the Company advanced approximately $780,000 for such fees on behalf of suchcurrent and former executive officers and directors. Each such current or former executive officer or director has undertaken to repay to the Companyany expenses advanced by the Company should it be ultimately determined that the executive officer or director was not entitled to indemnification bythe Company. The Company expects to be reimbursed for most of these fees under one or more of its insurance policies.

Director Independence

Page 39: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 39 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

The Board has reviewed, considered and discussed each director's relationships, both direct and indirect, with the Company and its subsidiaries in orderto determine whether such director meets the independence requirements of the applicable sections of the NYSE Listed Company Manual (the "NYSERules"). The Board has determined that a majority of the current directors qualify as independent under the NYSE Rules. Specifically, the Board hasdetermined that each of James B. Bachmann, Lauren J. Brisky, Michael E. Greenlees, Archie M. Griffin, Kevin S. Huvane, John W. Kessler, ElizabethM. Lee and Craig R. Stapleton has no commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship with theCompany, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable NYSE Rules. Additionally,the Board determined that during his period of service as a director which ended on July 3, 2010, Edward F. Limato had no commercial, industrial,banking, consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly, that would be inconsistentwith a determination of independence under the NYSE Rules. Also, the Board determined that during his period of service as a director, which ended onSeptember 24, 2010, Robert A. Rosholt had no commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship withthe Company, either directly or indirectly, that would be inconsistent with a determination of independence under the NYSE Rules. The Board specificallyconsidered a number of circumstances in the course of reaching these conclusions, including, among other things, the relevant relationships describedabove in the section captioned "Certain Relationships and Related Transactions Transactions with Related Persons" above as well as the facts that:

Mr. Kessler's son-in-law has served on the Board of Directors of Nationwide Children's Hospital Foundation since 2005, and the Company has pledgeda conditional donation of $1,000,000 a year for ten years (2006 to 2015) to Nationwide Children's Hospital, a wing of which will bear the name of theCompany. Mr. Kessler was not involved, directly or indirectly, in the solicitation of this conditional pledge to Nationwide Children's Hospital.

Mr. Kessler's daughter is a partner in the law firm of Jones Day and serves as the Partner-in-Charge of the firm's Columbus, Ohio office. Jones Dayrendered legal services to the Company and its subsidiaries during Fiscal 2010, for which the Company paid not in excess of $700,000 in fees.

Mr. Griffin is the Senior Vice President of Alumni Relations at The Ohio State University and an ex-officio member of the Board of Directors of TheOhio State University Foundation. Mr. Bachmann is on the Board of Trustees of each of The Ohio State University Hospital and The Arthur G. JamesCancer Hospital and Richard J. Solove Research Institute Foundation. Mr. Kessler's son-in-law has been the Senior Vice President and Chief FinancialOfficer of The Ohio State University since February 2010 and one of his daughters joined The Ohio State University Medical Center board in July 2009.The Company will, subject to certain conditions, facilitate gifts which could aggregate to $10,000,000 over no more than ten years (2007 to 2016) toThe Ohio State University Foundation, which gifts are contemplated to be apportioned approximately 50% to The Ohio State University Hospital andapproximately 50% to The Arthur G. James Cancer Hospital and Richard J. Solove Research Institute of The Ohio State University. None of Mr. Griffin,Mr. Bachmann or Mr. Kessler was involved, directly or indirectly, in the solicitation of these gifts to The Ohio State University Foundation.

Mr. Griffin's son was employed part-time at one of the Company's Hollister stores for a period of six months during Fiscal 2010.

In January 2011, the Company purchased a parcel of land adjoining the Company's distribution center in New Albany, Ohio from The New AlbanyCompany, a company as to which Mr. Kessler serves as non-executive Chairman. This transaction was reviewed in accordance with the Policy describedunder the caption "Certain Relationships and Related Transactions Review, Approval or Ratification of Transactions with Related Persons" beginningon page 19. The General Counsel's Office and the Nominating and Board Governance Committee concluded that Mr. Kessler had no financial interest inthe transaction and that, therefore, it was not a related person transaction. Nevertheless, Mr. Kessler voluntarily recused himself from any deliberationsby the Board in respect of the transaction.

Since the beginning of Fiscal 2010, the Company has made other charitable contributions to certain charitable organizations with which one or more ofthe directors of the Company is affiliated. None of these charitable contributions has exceeded $50,000.

Mr. Jeffries does not qualify as independent because he is an executive officer of the Company.

Proxy InformationMay 10, 2010

Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company is paying the legal fees incurredby current and former executive officers and directors in connection with the lawsuits against the Company and the derivative lawsuits on behalf of theCompany described in the section captioned "Certain Legal Proceedings". During Fiscal 2009, the Company advanced approximately $870,000 for suchfees on behalf of such current and former executive officers and directors. Each such current or former executive officer or director has undertaken torepay to the Company any expenses advanced by the Company should it be ultimately determined that the executive officer or director was not entitledto indemnification by the Company. The Company expects to be reimbursed for most of these fees under one or more of its insurance policies.

Director Independence

The Board has reviewed, considered and discussed each director's and each director nominee's relationships, both direct and indirect, with the Companyand its subsidiaries in order to determine whether such director or director nominee meets the independence requirements of the applicable sectionsof the NYSE Listed Company Manual (the "NYSE Rules"). The Board has determined that a majority of the incumbent directors qualify as independent

Page 40: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 40 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

under the NYSE Rules. Specifically, the Board has determined that each of James B. Bachmann, Lauren J. Brisky, Archie M. Griffin, John W. Kessler,Elizabeth M. Lee, Edward F. Limato, Robert A. Rosholt and Craig R. Stapleton has no commercial, industrial, banking, consulting, legal, accounting,charitable, familial or other relationship with the Company, either directly or indirectly, that would be inconsistent with a determination of independenceunder the applicable NYSE Rules. The Board specifically considered a number of circumstances in the course of reaching these conclusions, includingthe relevant relationships described above in the section captioned "Certain Relationships and Related Transactions Transactions with Related Persons"as well as the facts that:

Mr. Kessler's son-in-law is on the Board of Directors of the Nationwide Children's Hospital Foundation, and the Company has pledged a conditionaldonation of $1,000,000 a year for ten years (2006 to 2015) to the Nationwide Children's Hospital, a wing of which will bear the name of the Company.

Mr. Kessler has a daughter, Elizabeth P. Kessler, who is a partner in the law firm of Jones Day and serves as the Partner-in-Charge of the firm'sColumbus, Ohio office. Jones Day rendered legal services to the Company and its subsidiaries during Fiscal 2009, for which the Company paid notin excess of $150,000 in fees.

Mr. Griffin is an ex-officio member of the Board of Directors of The Ohio State University Foundation and Mr. Bachmann is on the Board of Trustees ofThe Ohio State University Hospital. The Company will, subject to certain conditions, facilitate gifts which could aggregate to $10,000,000 over no morethan ten years (2007 to 2016) to The Ohio State University Foundation, which gifts are contemplated to be apportioned approximately 50% to The OhioState University Hospital and approximately 50% to The Arthur G. James Cancer Hospital of The Ohio State University.

Mr. Bachmann is a former partner of Ernst & Young LLP, a firm engaged by the Company from time to time to perform non-audit services and to whichthe Company paid fees during Fiscal 2009 not in excess of $310,000.

Mr. Griffin's son is employed part-time at one of the Company's Hollister stores.

Mr. Jeffries does not qualify as independent because he is an executive officer of the Company.

Proxy InformationMay 8, 2009

Transactions with Related Persons

Mr. Gertmenian, who served as a director of the Company for a portion of Fiscal 2008, is a partner in the law firm of Vorys, Sater, Seymour and PeaseLLP, and serves as the presiding partner of the firm. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company and its subsidiariesduring Fiscal 2008, for which the Company paid fees in excess of $120,000. Mr. Gertmenian decided not to stand for re-election to the Board and histerm expired on June 11, 2008.

Mr. Kessler, a director of the Company, has a son-in-law, Thomas D. Lennox, who was employed by the Company in a non-executive officer position asVice President, Corporate Communications through July 19, 2008 and who received compensation (including a restricted stock unit grant) and benefitsnot in excess of $325,000 in Fiscal 2008.

Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company is paying the legal fees incurredby current and former executive officers and directors in connection with the lawsuits against the Company and the derivative lawsuits on behalf of theCompany described in the text under the section captioned "Certain Legal Proceedings". During Fiscal 2008, the Company advanced approximately$600,000 for such fees on behalf of such current and former executive officers and directors. Each such current or former executive officer or director hasundertaken to repay to the Company any expenses advanced by the Company should it be ultimately determined that the executive officer or director wasnot entitled to indemnification by the Company. The Company expects to be reimbursed for most of these fees under one or more of its insurance policies.

Proxy InformationMay 9, 2008

Russell M. Gertmenian, a director of the Company, is a partner in the law firm of Vorys, Sater, Seymour and Pease LLP, and serves as the presidingpartner of the firm. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company and its subsidiaries during Fiscal 2007, for whichthe Company paid approximately $5.4 million in fees and approximately $1.2 million in expense reimbursements.

John W. Kessler, a director of the Company, has a son-in-law, Thomas D. Lennox, who is employed by the Company in a non-executive officer positionas Vice President, Corporate Communications and who received compensation (including a restricted stock unit grant) and benefits not in excess of$395,000 in Fiscal 2007.

Page 41: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 41 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Pursuant to the indemnification provisions contained in the Company's Amended and Restated Bylaws, the Company is paying the legal fees incurred bycurrent and former executive officers and directors in connection with the lawsuits against the Company, the derivative lawsuits on behalf of the Companyand the investigation by the Securities and Exchange Commission (the "SEC") described in the text under the caption "Certain Legal Proceedings".During Fiscal 2007, the Company advanced approximately $2.4 million for such fees on behalf of such current and former executive officers and directors.Each such current or former executive officer or director has undertaken to repay to the Company any expenses advanced by the Company should it beultimately determined that the executive officer or director was not entitled to indemnification by the Company. The Company expects to be reimbursedfor most of these fees under one or more of its insurance policies.

Proxy InformationMay 10, 2007

Mr. Gertmenian, a director of the Company, is a partner with Vorys, Sater, Seymour and Pease LLP, and serves as Chairman of the firm's ExecutiveCommittee and as the managing partner of the firm. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company during Fiscal2006, for which the Company paid approximately $4.4 million in fees and approximately $1.6 million in expense reimbursements. Mr. Gertmenian isalso affiliated with a charitable organization to which the Company made contributions (not in excess of $200,000) during Fiscal 2006.

Mr. Kessler, a director of the Company, has a son-in-law, Thomas D. Lennox, who is employed in a non-executive officer position as Vice-President,Corporate Communications and who received approximately $310,000 in compensation (including a restricted stock unit grant) and benefits in Fiscal2006.

Pursuant to the indemnification provisions contained in the Company's By-laws, the Company is paying the legal fees incurred by current and formerexecutive officers and directors in connection with the lawsuits against the Company, the derivative lawsuits on behalf of the Company and theinvestigation by the Securities and Exchange Commission (the "SEC") described in the Company's 2006 Annual Report on Form 10-K filed on March30, 2007. During Fiscal 2006, the Company advanced approximately $2.3 million for such fees on behalf of such current and former executive officersand directors. Each such executive officer and director has undertaken to repay to the Company any expenses advanced by the Company should it beultimately determined that the executive officer or director was not entitled to indemnification by the Company. The Company expects to be reimbursedfor most of these fees under one or more of its insurance policies.

Proxy InformationMay 9, 2006

Messrs. Bachmann, Griffin and Kessler are affiliated with certain charitable organizations to which the Company made contributions during the 2005fiscal year (in no case in excess of $200,000).

Mr. Kessler's son-in-law is on the Board of Trustees of the Children's Hospital Foundation of the Columbus Children's Hospital, and the Company haspledged a conditional donation of $1 million a year for the next ten years to the Columbus Children's Hospital (a wing of which will bear the name ofthe Company).

Mr. Kessler has a son-in-law who is employed by the Company in a non-executive officer position and who receives in excess of $200,000 per yearin compensation from the Company.

Mr. Bachmann is a former partner of Ernst & Young LLP, a firm engaged by the Company from time to time to perform non-audit services and to whichthe Company paid fees during the 2005 fiscal year not in excess of $750,000. Mr. Jeffries does not qualify as independent because he is an executiveofficer of the Company. Mr. Gertmenian does not qualify as independent because he is a partner of a law firm that has performed services and willcontinue to perform services for the Company.

Mr. Gertmenian, a Director of the Company, is a partner with Vorys, Sater, Seymour and Pease LLP. Vorys, Sater, Seymour and Pease LLP renderedlegal services to the Company during the 2005 fiscal year and continues to do so.

Pursuant to the indemnification provisions contained in the Company's Bylaws, the Company is paying the legal fees incurred by current and formerexecutive officers and directors in connection with the lawsuits against the Company, the derivative lawsuits on behalf of the Company and theinvestigation by the Securities and Exchange Commission described in the Company's 2005 Annual Report on Form 10-K, including the lawsuits referredto in "Certain Legal Proceedings". During the 2005 fiscal year, the Company advanced approximately $800,000 for such fees on behalf of such currentand former executive officers and directors. Each such executive officer and director has undertaken to repay to the Company any expenses advancedby the Company should it be ultimately determined that the executive officer or director was not entitled to indemnification by the Company.

Certain Legal Proceedings

Page 42: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 42 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Related Party Transactions

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

In February 2005, two substantially similar actions were filed in the Court of Chancery of the State of Delaware by stockholders of the Company,naming the Company as a nominal defendant and ten of the Company's current and former directors as defendants, challenging the compensationreceived by the Company's Chief Executive Officer, Michael S. Jeffries. The complaints alleged, among other things, that the Board and the membersof the Compensation Committee of the Board breached their fiduciary duties in granting stock options and an increase in cash compensation to Mr.Jeffries in February 2002 and in approving Mr. Jeffries' previous employment agreement in January 2003 (which has since been amended as describedin "EXECUTIVE COMPENSATION Employment and Separation Agreements"). The complaints further asserted that the Company's disclosures withrespect to Mr. Jeffries' compensation were deficient. The complaints sought, among other things, to rescind the purportedly wrongful compensationand to set aside the Mr. Jeffries' employment agreement. The actions were consolidated under the caption, In re Abercrombie & Fitch Co. ShareholderDerivative Litigation, C.A. No. 1077. This litigation was settled pursuant to a settlement agreement dated April 8, 2005, approved by the Court of Chanceryof the State of Delaware on June 14, 2005 (the "Settlement Agreement").

In September 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Court for theSouthern District of Ohio, naming the Company as a nominal defendant and nine of the Company's present and former directors as defendants, seekingto assert claims for unspecified damages against the directors for various alleged breaches of fiduciary duty. In the following three months (October,November and December of 2005), four similar derivative actions were filed (three in the United States District Court for the Southern District of Ohio andone in the Court of Common Pleas for Franklin County, Ohio) against nine of the Company's present and former directors alleging various breaches of thedirectors' fiduciary duty and seeking equitable and monetary relief. The Company is also a nominal defendant in each of the four later derivative actions.

Proxy InformationMay 12, 2005

Messrs. Bachmann, Griffin and Kessler are affiliated with certain charitable organizations to which the Company made contributions during the 2004fiscal year (in no case in excess of $100,000).

Mr. Kessler has a son-in-law who is employed by the Company (not as an executive officer) and who receives in excess of $100,000 per year incompensation from the Company.

Mr. Gertmenian, a Director of the Company, is a partner with Vorys, Sater, Seymour and Pease LLP. Vorys, Sater, Seymour and Pease LLP renderedlegal services to the Company during the 2004 fiscal year and continues to do so. Samuel N. Shahid, Jr., a Director of the Company, is President andCreative Director of Shahid & Company, Inc. Shahid and Company, Inc. has provided advertising and design services for the Company since 1995.Fees paid to Shahid & Company, Inc. for services provided during the 2004 fiscal year were approximately $2.1 million. These amounts do not includereimbursements to Shahid & Company, Inc. for expenses incurred while performing these services.

Proxy InformationApr 15, 2004

John W. Kessler serves as Chair of the Compensation Committee. His

son-in-law, Thomas D. Lennox, is employed by the Company as Director, Investor Relations & Corporate Communications, a non-executive position.During the 2003 fiscal year, Mr. Lennox received compensation in excess of $100,000.

Sam N. Shahid has been President/Creative Director of Shahid & Company, Inc., an advertising and design agency, since 1993. Fees paid to Shahid& Company, Inc. by the Company for services provided during the 2003 fiscal year were approximately $2.0 million.

Proxy InformationApr 17, 2003

John W. Kessler serves as Chair of the Compensation Committee. His son-in-law, Thomas D. Lennox, is employed by the Company as Director, InvestorRelations & Corporate Communications, a non-officer position. During the 2002 fiscal year, Mr. Lennox received salary and bonus totaling $141,025 andother employment benefits, including option grants, consistent with those provided to other associates of the Company holding comparable positions.

Page 43: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 43 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Accounting

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Governance - Accounting KeyMetrics Flag Impact

No Flagged KeyMetrics

Company PeersCompany Ticker Country Market

Cap ($mm)1 yearTSR

Audit Fees BoardRating

BoardScore

Foot Locker, Inc. NYSE:FL USA 6,769.07 32.01 2,815,000 C 75

Urban Outfitters, Inc. NASD:URBN USA 5,356.18 -5.74 971,500 B 82

Kate Spade & Co NYSE:KATE USA 4,565.74 157.59 1,909,700 D 12

Carter's, Inc. NYSE:CRI USA 4,080.01 29.88 1,260,100 C 37

DSW Inc. NYSE:DSW USA 3,217.63 31.31 1,312,000 A 100

Abercrombie & Fitch Co. NYSE:ANF USA 2,962.77 -30.04 2,587,177 C 58

Ascena Retail Group Inc NASD:ASNA USA 2,781.80 14.56 4,284,000 D 17

Chico's FAS, Inc. NYSE:CHS USA 2,469.50 3.46 923,298 D 23

American Eagle Outfitters NYSE:AEO USA 2,387.91 -28.05 1,166,500 C 49

Guess?, Inc. NYSE:GES USA 2,364.10 30.11 2,623,000 B 86

The Men's Wearhouse, Inc. NYSE:MW USA 2,297.32 67.05 1,356,100 D 25

The Buckle, Inc. NYSE:BKE USA 2,203.90 19.15 382,500 C 40

Audit CommitteeName Age Gender Title Relationship Committee Chair

James B. Bachmann M Director Outside

Lauren J. Brisky F Director Outside

Michael E. Greenlees M Director Outside

Charles R. Perrin M Director

Craig R. Stapleton M Director Outside

Auditor: PricewaterhouseCoopers LLPPayment Amount

Audit Fees 2,587,177

Audit Related Fees 0

Audit Tax Fees 5,651

Other Audit Fees 0

Total Fees $ 2,592,828

Auditor Fees

Audit : 99.78 %

Audit Related: 0.00 %

Audit Tax: 0.22 %

Other: 0.00 %

Page 44: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 44 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Governance - Standards

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Delaware

Currency : US Dollar (USD) Delaware is home to the vast majority of U.S. companies and is the incorporated State of over half of the Russell 3000 Index. As such, Delaware’s GeneralCorporation Law (DGCL) remains a model for business law across the country, with many U.S. States adopting similar provisions in their own businesscodes. Despite this, Delaware provides for only a moderate level of shareholder rights as the DGCL contains multiple provisions that are more restrictivethan the corporate law of other States.

Delaware law denies shareholders the right to call special meetings, a right that is granted, in differing capacities, by most other States. In effect,shareholders wishing to propose any action must do so only at Annual General Meetings. Additionally, Delaware law provides for shareholder action bywritten consent with simple majority threshold requirements.

Shareholders are also required, by Delaware law, to show criminal action as cause for the removal of directors on classified boards. Additionally, Delawarelaw does not provide shareholders the right to fill vacancies on the board of directors. As a result, shareholders have very little recourse in removing orreplacing a board director, especially when a board is classified, making entrenched boards a common feature of Delaware corporations.

Delaware law does not mandate a Majority Vote requirement in director elections. Furthermore, the DGCL does not require Cumulative Voting rights,causing a lack of protection for shareholders of companies that opt for a Plurality Voting structure in the election of directors.

Delaware law also contains a Business Combination provision, a feature that may place a holding duration or super-majority shareholder approvalrequirement upon shareholders interested in acquiring further shares. While such provisions are common among other U.S. States, Delaware representsa small minority of States that do not have a Fair Price exception built into the statute. Structured in this way, Delaware law makes it exceptionally difficultfor shareholders to accept any merger or takeover that does not have board approval.

However, shareholders do benefit as a result of the DGCL providing a Majority thresholds with regards to director removal, the amending of bylaws orcharters, the approval of mergers, and for shareholder actions by written consent. Additionally, Delaware law does not contain any Constituency or ControlShare Acquisition provisions, thereby requiring directors to mind their fiduciary duties to shareholders in all cases and granting holders of a significantportion of shares full voting rights.

Page 45: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 45 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Environmental

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Environmental KeyMetrics Flag Impact

High Environmental Impact Company YES 0.0 %

Environmental Disclosure Change 1.5 %

Water Use Reporting 1.5 %

Waste Production Reporting 1.5 %

Alternative Energy 1.5 %

Impact Reduction Targets

Environmental Management 1.5 %

Environmental Certification 1.5 %

Reporting Compliance

UN Global Compact Signatory No

Reports to Global Reporting Initiative (GRI) No

Company PeersCompany Overall

ImpactSupplyChain

CarbonEmissions

WaterUse

WasteProduction

Foot Locker, Inc. 1.08 0.00995 50 0.00027 0.0003

Urban Outfitters, Inc. 1.15 0.01061 50 0.00026 0.00031

Kate Spade & Co

Carter's, Inc.

DSW Inc.

Abercrombie & Fitch Co. 1.01 0.00967 31 0.00027 0.0003

Ascena Retail Group Inc

Chico's FAS, Inc. 1.08 0.01001 50 0.00027 0.0003

American Eagle Outfitters 1.08 0.00995 50 0.00027 0.0003

Guess?, Inc. 0.83 0.00718 43 0.00019 0.00032

The Men's Wearhouse, Inc.

The Buckle, Inc.

Companies in the Apparel / Accessories Retail industry are generally consideredlow environmental impact; however, some environmental concerns may arise withregard to waste generation and used products that are thrown away might bedifficult to recycle.

Key Areas of Concern:

• Waste Production

All environmental impact data is provided by Trucost Plc.

Actual figures covering these and additional environmental impact factors areavailable for many companies back to 2005, and can be delivered in combinationwith GMI Ratings' KeyMetrics or as an independent data feed.

For more information please contact your account representative or visit ourwebsite www.gmiratings.com.

Page 46: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 46 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Environmental

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Page 47: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 47 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Environmental

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Environmental Controversies

Criteria Alert RevenueShare

Production Distribution Services Description

No controversies found

GMI Ratings's social screening data is supplemented by Ethix SRIAdvisors, and subject to these restrictions.

Material Events No events.

Page 48: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 48 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Social

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Component Ratings Global Home Market Sector Impact

ESG OVERALL D D D

GOVERNANCE C C C 67.5 %

Board C C C 25.1 %

Pay D D D 23.7 %

Ownership &Control

C B C 13.3 %

Accounting C C C 5.0 %

ENVIRONMENTAL C D C 10.4 %

SOCIAL F F F 22.2 %

Country: United States

Home Market: United States

Sector: Cyclical Consumer Goods / Services

Data as of Apr 3, 2014

Social KeyMetrics Flag Impact

High Social Impact Company YES 0.0 %

Labor Practices 3.0 %

Discriminatory Employment Practices 3.0 %

Child Labor 3.0 %

Discriminatory Business Practices 3.0 %

Political Activity Disclosure 1.5 %

Pay Linked to Sustainability 1.5 %

Sustainability Reporting Framework 1.5 %

Sustainability Reporting 1.5 %

UN Global Compact 1.5 %

Workplace Safety Auditing 1.5 %

Workplace Safety Reporting 1.5 %

Reporting Compliance

UN Global Compact Signatory No

Reports to Global Reporting Initiative (GRI) No

Publishes Sustainability Report No

ISO 14001 Certification No

Uses OSHAS 18001 No

Publishes Workplace Safety Records Yes

Company PeersCompany Country 1 year

TSR3 yearTSR

5 yearTSR

SocialRating

SocialScore

Foot Locker, Inc. USA 32.01 128.14 575.86 C 59

Urban Outfitters, Inc. USA -5.74 3.60 147.66 D 15

Kate Spade & Co USA 157.59 347.91 1,133.46 C 61

Carter's, Inc. USA 29.88 144.93 275.28 F 5

DSW Inc. USA 31.31 141.89 659.05 C 30

Abercrombie & Fitch Co. USA -30.04 -39.99 56.32 F 4

Ascena Retail Group Inc USA 14.56 60.18 294.04 C 43

Chico's FAS, Inc. USA 3.46 63.38 376.74 C 40

American Eagle Outfitters USA -28.05 14.65 95.58 C 75

Guess?, Inc. USA 30.11 -25.40 147.54 C 32

The Men's Wearhouse, Inc. USA 67.05 116.40 311.46 C 42

The Buckle, Inc. USA 19.15 70.83 251.09 C 32

Retail - Apparel / Accessories IndustryCompanies in the Apparel / Accessories Retail industry are generally consideredlow social impact; however, some issues may arise with regard to employeerelations and community relations. Companies may rely on unionized workforces,making positive union relations an issue. Furthermore, companies might beexposed to litigation regarding discriminatory practices.

Key Areas of Concern:

• Community Relations

• Discriminatory Employment Practices

• Labor Practices

Page 49: Abercrombie & Fitch Co. D (NYSE:ANF) Global ESG Ratingassets.fiercemarkets.net/public/sites/enterprise-it/esg... ·  · 2015-06-30review and study. Please note that ... but this

Printed on Apr 10, 2014 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings doesnot guarantee its accuracy or make warranties regarding its usage. This report and all of the information contained in it, including

without limitation all text, data, charts, graphs (the "Information") is the property of GMI Ratings, its subsidiaries, or in somecases third party data suppliers. The Information may not be reproduced, displayed, redistributed or re-transmitted in whole orin part, in any form, without prior written permission of GMI Ratings. Copyright © 2003-2014 GMI Ratings. All rights reserved.

Page 49 of 49

Abercrombie & Fitch Co. (NYSE:ANF)Global ESG Rating:D (17) Social

Industry: Retail - Apparel / Accessories Country Inc: United States Last Data Update: Apr 3, 2014Market Cap: USD 2,962.8mm (Mid Cap) Home Market: United States Last ESG Rating Change: Nov 6, 2013

Social Controversies

Criteria Alert RevenueShare

Production Distribution Services Description

No controversies found

GMI Ratings's social screening data is supplemented by Ethix SRIAdvisors, and subject to these restrictions.

Material Events Discriminatory Business PracticesSep 23, 2013

Trendy clothing retailer Abercrombie & Fitch has agreed to make religious accommodations to its policy governing employees' appearance as part of asettlement of discrimination lawsuits filed in California.The lawsuits were filed on behalf of two Muslim women who claimed the company discriminatedagainst them because they wore head scarves. Halla Banafa sued in 2010 after she was denied a job at an Abercrombie store. Hani Khan sued in2011 after she was fired.In court papers filed Friday, Ohio-based Abercrombie also agreed to pay the women a combined $71,000 and unspecifiedattorney fees. Additionally, it has established an appeals process for workers denied religious accommodations.The women's lawsuits were filed bythe U.S. Equal Employment Opportunity Commission.

Employment DiscriminationSep 11, 2013

Judge: Abercrombie violated religious bias law when firing MuslimSAN JOSE, Calif., Sept. 10 A federal judge in California has ruled Abercrombie &Fitch violated a law when the clothing retailer fired a Muslim woman for wearing a headscarf. Abercrombie fired Umme-Hani Khan after she refused toremove her headscarf, which she wears when she is in public or around men who are not immediate family members. The company said she violatedthe "Look Policy," which forbids employees from wearing head wear. The policy is part of a marketing strategy to convey the Abercrombie brand, theclothing retailer said. Khan's supervisors never informed her she was not complying with the policy, and permitted her to wear her headscarf as longas it matched company colors, Courthouse News Service reported Monday. Khan had been wearing the headscarf at work for four months before thestore's district manager abruptly terminated her employment. The U.S. Equal Employment Opportunity Commission sued on Khan's behalf, accusingthe company of discriminating against employees on the basis of religion. The commission sought to prevent the company from forbidding employeesfrom wearing headscarves, while Abercrombie said deviating from the policy would create undue hardship and a decline in sales. U.S. District JudgeYvonne Gonzalez-Rogers ruled last week Abercrombie would not have suffered a hardship by allowing Khan to wear her headscarf. Abercrombie isliable for failing to accommodate Khan's religious beliefs, and may owe damages, Gonzalez-Rogers said.

Child LaborAug 18, 2013

Brands ignorant over child labour Sarah Whyte Brands ignorant over child labour By Sarah Whyte Next time you open your wardrobe, consider this:more than 90per cent of clothing brands, including Rivers, Katies and Lacoste, are likely to profit from some form of child labour. A damning reporton the Australian fashion industry shows 93per cent of brands do not know where their cotton is sourced, making it likely child labour and exploitationhave been involved. The bulk of the world's cotton is sourced from countries that force children to pick cotton harvests. According to the report, inUzbekistan, the world's fourth-largest cotton producer, children as young as 10 are taken out of school and coerced by the Karimov governmentto put in 70-hour weeks working in fields. "It doesn't take a rocket scientist to work out there is a high chance that we're all wearing clothing thathas been made by slave labour," the founder of ethical brand Etiko, Nick Savaidis, said. The Australian Fashion Report, to be released on Monday,investigated 40companies that own 128 clothing brands sold in Australia, ranking them on the transparency and monitoring of their supply chains.The report, supported by the International Labour Rights Forum and Baptist World Aid, considered cotton sourcing, fabric dyeing and weaving andmanufacturing. For years children have been widely used to support the textile supply chain, a spokeswoman for labour rights group Stop the Traffik,Carolyn Kitto, says. Of the top 10 cotton producers in the world, including China, the US, Pakistan, Uzbekistan and Brazil, Australia is the only countrynot to use child labour, the report said. Brands Supre, Abercrombie and Fitch, Rivers, Lacoste and the Specialty Group, which owns Millers andKaties, were labelled as the worst in the report, from failing to boycott Uzbekistan cotton to having murky standards at the manufacturing stage. Riversand the Specialty Group were among hundreds of Western retailers condemned for their lack of safety measures in April after the collapse of theRana Plaza factory in Bangladesh. Report co-author Gershon Nimbalker said the deeper researchers looked into the companies' supply chains -down to the harvesting of cotton by children in Uzbekistan - the more they were concerned there was almost no information available. AustralianRetailers Association chief executive Russell Zimmerman said there was "no simple answer" for companies to better understand their supply chains."Companies risk losing customers if they are not aware of how their goods are coming through the supply chain," he said. Of the companies surveyed,only 20 had boycotted the use of Uzbekistan cotton. About 35per cent of the cotton used in Bangladesh comes from Uzbekistan, the report showed.The value of imports of Bangladeshi clothes into Australia has grown from $16million in 2007 to $287 million last year. Companies including Rivers,Woolworths, Coles, Quiksilver and Lululemon do not boycott the use of Uzbekistan cotton. A spokesman for Rivers said: "Rivers is not aware of theAustralian Fashion Report, the basis or authority for making its allegation, nor indeed its motive for doing so. "Rivers has published ethical standardsfor all product sourcing worldwide. It follows these standards."