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    The Pantry Provides More Information to Shareholders

    Kangaroo Express parent touts its strengths and criticizes dissident group.

    CARY, N.C. -- With only 10 days left before its annual meeting, The Pantry Inc. sent a letter to all shareholders today encouraging them to vote for its board of director nominees, while rejecting those put forth by dissident group Concerned Pantry Shareholders (CPS).

    The Kangaroo Express parent's candidates are represented on what's known as the "White" proxy card, while stockholders who want to vote for CPS' nominees must use the "Gold" proxy card.

    In its letter to shareholders today, The Pantry pointed out many positive actions it has taken in the past two years, including the hiring of CEO Dennis Hatchell in 2012 and attracting "leading talent to The Pantry to further strengthen the senior leadership team."

    In addition, The Pantry pointed out that its board possesses significant convenience store industry experience, evidenced by its appointment of Kathleen Guion to its board of directors in May. Guion previously served as chief operating officer of E-Z Serve Corp. and vice president and general manager at 7-Eleven Corp.

    Looking ahead, if shareholders select the White proxy card, they will bring in Thomas W. "Tad" Dickson as a new member of The Pantry's board of directors. Dickson was most recently chairman and CEO of Harris Teeter Supermarkets Inc.

    "Your board is also currently evaluating additional independent director candidates who possess significant senior management experience in the fuels business to assist the board in its oversight of this important area," The Pantry wrote in today's letter.

    CPS is led by JCP Investment Management LLC and Lone Star Value Management LLC, which together own 1.9 percent of The Pantry's shares. The group is urging shareholders to elect its three candidates -- Todd Diener, James Pappas and Joshua Schechter -- to the board during the March 13 annual meeting.

    In today's letter, Cary, N.C.-based The Pantry, which operates 1,538 Kangaroo Express stores, stated its case regarding why CPS' board of director nominees are not suitable for the position.

    "The dissident stockholder group led by JCP has been unable to demonstrate how their director nominees would do anything to improve the value of your investment and has shown no interest in creating long-term value," The Pantry wrote. "They have not articulated any plan to drive growth or improve profitability; its nominees do not have relevant operating experience within the convenience store, QSR (quick-service restaurant) or fuel sectors; [and] they did not engage with the company in a constructive dialog with specific recommendations. Instead, [they pursued] a costly, disruptive, proxy contest."

    CPS' next move is currently unknown. A town hall-style meeting to introduce shareholders to CPS' board of director nominees is one possibility. This was the approach taken by Elliott Management Corp. last year when it initiated a proxy battle with Hess Corp.

    CPS did not immediately return a phone call seeking comment.

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