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America s largest family shoe store

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Page 3 United States | Canada | Bahrain | Egypt | Jordan | Kuwait | Lebanon | Morocco | Qatar | South Korea | Philippines | Indonesia | Thailand | Israel | Barbados | Jamaica | Honduras | Puerto Rico | Panama | Ecuador | Colombia | El Salvador | Nicaragua | Costa Rica | Guatemala | Peru | Dominican Republic | United Arab Emirates | Kingdom of Saudi Arabia | Trinidad & Tobago | Australia | India | Ghana | Libya | Malta

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OUR GLOBAL MISSION

To become the first choice for style and value in footwear

and accessories for our target customer.

For more than 50 years, Payless has provided incredible value for on-trend

footwear and accessories. Today, we operate more than 4,400 stores in more than

35 countries around the world. Our position is simple: to be the “go-to” shoe store

that budget-conscious women can count on to be there for them and their family,

helping them look good every step of the way. We strive to offer the latest styles

that allow every woman and family to look fabulous…without spending a fortune.

From the early vision that our founders had for our brand to how we’ve evolved

into the company we are today, get ready to discover why everybody loves

to Payless!

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Payless began during a time of opportunity and growth. Two World War II veterans and business-savvy

cousins, Louis and Shaol Pozez, had a shared vision of offering affordable footwear in an easy-to-shop, self-service store environment. Once their vision became a reality, they discovered they could be the top choice for customers who could not afford this type of footwear other wise. Today, Payless is one of the largest footwear retailers in the world. Our stores serve the entire family, including women, men, kids and teens, with shoes for every occasion. Our formula for success is a powerful combination of trend-right styles at value prices, wrapped up in a convenient, engaging shopping Experience.

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From young professionals to busy mothers, we’ve learned throughout our journey that “style savvy” customers love fashion, which is why we offer on-trend, affordable shoes and accessories that suit any style. The brands we offer also drive our desire to satisfy our customers.

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We offer a variety of family-friendly brands at every price point, each with the same goal: to build an emotional connection

with our customer. Our brands add an element of exclusivity to our products, as well as validate

our position as an on trend footwear company. In addition, our strategic use of brands has created both successes and

growth opportunities for our company.

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At Payless, we operate a range of successful store formats, each designed to function in high-profile shopping malls and prime retail locations.

Our store sizes include:

• Flagship stores: 3,500 sf / 325 sq.m.

• Average size stores: 2,500 sf / 232 sq.m.

• Minimum size stores:1,800 sf / 167 sq. m.)

We strive to create an unforgettable shopping experience through:

• Our easy-to-shop “Hot Zone” format, which showcases key looks and trends at the front of the store

• Our unique self-selection layout, which allows customers to conveniently shop and find shoes in their size

• Our utilization of end panels, Visual Impact Area walls and other in-store fixtures to communicate the freshness of our brand

• Our wide selection of fashionable footwear and accessories for every style

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In addition to creating a satisfying shopping

experience, we also employ passionate, specially trained sales associates that are available to provide the best customer service. We train our store associates using a multi-step selling process known as “SMILES”, which drives key behaviors that lead to conversion and customer satisfaction. These associate behaviors include explaining the promotion, measuring kids’ feet, offering assistance in shopping aisles, suggesting shoes and accessories and checking stock in other stores. The SMILES initiative helps drive conversion and increase same-store sales by:

• Creating hourly goals and real-time reporting for by-stores sales metrics

• Interactions with customers which are tailored to their specific needs

• Streamlined operations, which allow for more time with customers

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Along with using selling steps in the SMILES process to assist customers, our sales associates also provide

a complimentary foot measuring service just for kids. We offer this special service in every store as a way to accommodate children and their growing feet. Some benefits of measuring kids’ feet include:

• Proper size and fit

• Easy on/off

• Wiggle room for toes

• Development of healthy, happy feet Because children are always growing, we recommend measuring kids’ feet every 2-3 months so their feet stay in top shape, every step of the way.

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As one of the largest footwear retailers in the world, Payless is a brand that budget conscious consumers can call their best friend. We’re down-to-earth,

trustworthy, friendly, confident, optimistic, supportive, caring, lighthearted and empathetic. And, we’re one of the few shoe stores that can provide all of the following benefits for our customers:

OUR PRODUCT BENEFITS

• Offer a breadth of key styles and merchandise assortment for each season

• Tailor assortments for every customer and climate zone, as well as for special programs

• Leverage economies of scale and quality through our wholesale process

OUR SERVICE BENEFITS

• Ensure our customers receive the right size by measuring kids’ feet, as well as offering half size and wide width styles

• Offer our Happiness Guarantee, a no-questions-asked money-back guarantee if customers are unsatisfied with their purchase (where allowed by law)

OUR EMOTIONAL BENEFITS

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Along with these benefits, we follow a pricing strategy that allows us to serve our customers and their

needs. Our strategy:

• Communicates the value we provide and demonstrates the intrinsic value we offer

• Is consistent and easy to understand

• Uses promotional pricing to drive purchase behavior and a sense of urgency to buy now

• Satisfies our financial need to sell large quantities fast and at acceptable margins

• Consistently delivers high-quality products, which is reinforced by our Happiness Guarantee

• Clearly communicates product features and quality

By following this strategy and understanding our customer, we are able to offer a large assortment of products that serve the entire family, including women, men, kids and teens.

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Payless ShoeSource and our associates have a strong tradition of giving back to the communities where we work and live, and we give in a variety of ways. The Payless Foundation supports non-profit programs each year that help enrich the quality of life in our communities and supports families in need. The

foundation offers grants and sponsorships to non-profit partners in our home community, as well as donations to Payless store communities impacted by crisis or disaster through our Payless Store Community Disaster Relief Fund.

Payless has also donated more than $1 million in shoes each year for the last six years to children in need through Payless Gives Shoes 4 Kids, our product donation program, which reaches children throughout the U.S., Canada, Puerto Rico and Latin America. And, we have a team of amazing associates who live our guiding principles of doing what’s right and inspiring possibilities through their outstanding support of our annual

Choose to Give associate giving campaign, which raises more than $1 million every year for nearly 100 local and national nonprofit organizations.

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In 2013, Payless had $2.4 billion in annual sales. We also have the #1 unit market share in the United States. Internationally, Payless offers a variety of business models, including wholly owned stores, franchise stores, joint venture stores and stores within a store.

We spend more than $100 million annually on marketing. More than five billion impressions are delivered each year through:

•Television • Direct Mail

• Fashion magazines • In-store

• Online • Newspaper inserts

• Social/digital networks • Radio

• In-house creative team • Weekly magazines

• Customized marketing • Promotional development by region around key selling periods

• Public Relations • Direct Mail

Online: Social Media Direct Mail

In-store

Email

Broadcast: Television

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 Payless connects with consumers who desire on-trend product at value prices

 The Payless self-selection rack system is the most efficient model for selling footwear

 The Payless service and operational model drives transactions while delivering high customer satisfaction

 Tailoring a portion of the merchandise specifically for the market

 Marketing with understanding of holidays, pay period cycles, and spending patterns and local tastes/preferences that impact conversion

 Managing and understanding the complexity of growing a large, established brand in the often fragmented and relatively undeveloped footwear market which exists in many countries

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Page 17 • Commitment to invest in, and develop a network of

Payless ShoeSource branded retail stores

• Management and merchandising in accordance with the Payless brand standards to operate the network of stores

• Strong commercial knowledge and retail experience operating within the local market

• Recruitment and retention of high-quality staff

• Purchase of product from the Payless assortment and logistics from the country of export

• Localized marketing materials and printing

• Continued compliance with the terms of the contract agreement, operational manuals and the Payless ShoeSource brand standards

• Point of sale (POS), inventory management and other IT systems

• Capital investment to establish and sustain the business

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• Retail operations processes, training and continuing guidance

• Trend direction and product sourcing

• U.S. marketing materials

• Store design standards and training

• Use of Payless trademarks

• Regular audits, training and oversight of brand standards

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When working with a potential partner, we look for the following criteria:

• A proven retailer with operations and merchandise experience

• The financial capacity to develop a multi-store business that delivers sustainable growth throughout the territory

• An established company with a thorough understanding of the fashion and retail markets within which the partner will operate

• A well-respected and professional business with a strong record of corporate responsibility

• Strong business acumen and excellent attention to detail

• A willingness and ability to emulate the Payless ShoeSource brand, culture and standards

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We hope you’ll become a member of the Payless family! If you’re interested in becoming a partner or have any questions,

please contact Prabs Moodley or Andrew Lee

Prabs Moodley

prabs.moodley@payless.com

Andrew Lee

andrew.lee@payless.com

3231 Southeast Sixth Avenue Topeka, KS 66607-2207

U.S.A.

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