Urges Shareholders to Support Company’s Highly-Experienced Directors

Charlotte Russe Holding, Inc. (Nasdaq: CHIC) announced today that it is mailing the following letter to shareholders urging them to vote for the Company’s director nominees in connection with its 2009 Annual Meeting of Stockholders:

Dear Shareholder:

YOUR VOTE IS IMPORTANT; PROTECT YOUR INVESTMENT IN CHARLOTTE RUSSE
PLEASE SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY!

The Charlotte Russe 2009 Annual Meeting of Stockholders is coming up fast and is now scheduled for Tuesday, April 28, 2009. You have an important opportunity to protect your interests and help shape the future of your Company. Please sign, date and return the enclosed WHITE proxy card today!

URGENT: THROW AWAY ANY GOLD CARDS YOU MAY RECEIVE

Your Board and management believe we have made significant progress in positioning Charlotte Russe for improved future performance. At the same time, having listened to you -- our shareholders -- we are conducting a formal, impartial process for a possible sale of the Company. The Company is very encouraged by the level of interest potential purchasers have displayed in the sale process and first price indications are due in April. The Board will review those responses and expects to ask a limited number of finalists to refine their indications of interest. Ultimately, the Board will make a recommendation on what it believes is in the best interests of all shareholders.

WE URGE YOU TO QUESTION ALLAN KARP’S TRACK RECORD AS A FORMER CHARLOTTE RUSSE DIRECTOR

Allan Karp became a major shareholder in 1996 and from 1999-2007, he was a Charlotte Russe Board member and the single largest shareholder in the Company. He was the person other directors considered the de facto leader of the Board, as the Company carried out a strategy of boosting top-line growth by expanding the fleet by 370 stores, a ten-fold increase. We believe that the expansion of the fleet has given the Company an abundance of oversized stores in sub-par locations with unfavorable leases and saddled the Company with excessive costs and rent obligations. However, this move was initially well received by the market, in part because landlord concessions enabled the Company to show large cash-on-cash returns in the early years of leases.

In July 2006 the management team in charge at the time announced a goal of achieving double digit operating margins, and in November of that year management claimed that it could reach operating margins of 10% or better within a year to 18 months. Unfortunately, these margins have never materialized. However, from the time management announced the goal of achieving double digit operating margins until July 2007, the Company’s stock price remained above $25 per share. The private equity funds controlled by Allan Karp sold their entire position in the Company’s stock during this period. Based on market prices at the time of these sales, we believe that the average price at which the Karp Funds sold their stock was approximately three times the price mentioned in his vague proposal to buy the Company two years later.

Mr. Karp Sold All His Shares In Charlotte Russe At High Prices;
Others Have Had To Clean Up the Company’s Legacy Issues

By the end of February 2007, Mr. Karp and his investors had sold all of their Charlotte Russe shares. In July 2007, Mr. Karp resigned from the Board. In that same month the prior management team formally extended the time horizon for the Company to achieve 10% or better operating margins, and the stock price declined by approximately 40% as investors adjusted to the new guidance by the old management team.

Your existing Board, led by the current Chairman, has launched a program to put Charlotte Russe on a path to improved performance and profitability, and installed new management committed to improved retail discipline – and these efforts are working.

Mr. Karp Has Tried To Buy Charlotte Russe; Now He Declines To Participate Directly In A Process Where He Would Have to Compete with Other Investors And Potential Buyers

In November of 2007, only four months after his resignation and after having sold all of his shares in Charlotte Russe at a high price, Mr. Karp sent a letter to the Charlotte Russe Board expressing interest in acquiring the Company, which the Board declined. Mr. Karp’s letter came when Charlotte Russe’s stock was trading near its two year low.

Late in 2008, as your Board and new management were continuing efforts to address the legacy issues, and the shares were depressed again, Mr. Karp made another overture, presenting a vague proposal to acquire the Company, in which he cautioned that investors couldn’t count on his public indication of price. Based on conversations with investors, we believe that investors focused on his price indication, but not on the following line in his November 18 13D SEC filing where he said:

Depending on the results of this analysis, the Reporting Persons expect to seek to pursue the acquisition of 100% of the Common Shares, although it is possible that it may be at a lower valuation that appropriately reflects the Issuer’s expected operating performance.

• KarpReilly 13D

Ultimately, Mr. Karp withdrew his vague proposal. While we believe he left the public impression that there was a real bid, in fact, there was never a firm bid that the Board could evaluate. While Mr. Karp asked for due diligence, the Board believed he was simply trying to get an opportunity to negotiate an acquisition on an exclusive basis. Now – without that advantage – he has declined to participate in our formal, competitive process. If he was interested in acquiring the Company five months ago on an exclusive basis, why has he declined to bid for the Company against other potential acquirers in our public process?

SUPPORT THE CHARLOTTE RUSSE NOMINEES

Mr. Karp proposes to replace three highly qualified current directors, including the chairman, Jennifer Salopek, our new President and Chief Merchant, Emilia Fabricant (ironically the only two women on the Board of this women’s fashion retailer), and Len Mogil, who served as interim CEO and CFO following the management change last summer. Ms. Salopek and Mr.