Bed Bath & Beyond (BBBY)

Is the basis for this proposal accurate?

The Company does not have any overseas manufacturing operations. Moreover, the Company purchases substantially all of its merchandise in the United States, the majority from domestic sources and the balance from importers. The Company purchases only a small amount of its merchandise directly from overseas sources.

Notwithstanding the foregoing, since the proposal espouses principles with which the Company agrees, the Board will take this opportunity to provide some detail about how the Company approaches these issues and why it believes the proposal to be unnecessary and unduly restrictive.

Is the basis for this proposal accurate?

        The proposal begins with the proposition that Bed Bath & Beyond has "extensive overseas operations." This is not the case.

        As disclosed in our most recent Report on Form 10-K, the Company purchases substantially all of its merchandise in the United States, the majority from domestic manufacturers and the balance from importers. The Company purchases only a small amount of its merchandise directly from overseas sources and has no overseas manufacturing facilities of any kind.

        To the extent the proposal reflects a misapprehension of the Company's business, adoption would be inappropriate on that basis alone. However, since the proposal espouses principles with which the

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Company agrees, the Board will take this opportunity to provide some detail about how the Company approaches these issues and why it believes the proposal to be unnecessary and unduly restrictive.