Destination XL Group (DXLG) Proxy filing summary

Executive summary

• Board evaluated the pending merger with FullBeauty in light of recent market and company-specific developments.

• Considerations included a challenging consumer environment, FullBeauty's indebtedness, and potential negative equity value.

• Determined that the merger and related issuance proposal are no longer advisable or in shareholders' best interests.

• Board recommends shareholders vote "AGAINST" the issuance proposal at the upcoming special meeting.

• Forward-looking statements caution that actual outcomes may differ due to various risk factors.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the issuance of common stock in connection with the FullBeauty merger.

• Board's updated recommendation is to vote against the issuance proposal.

• Definitive proxy materials will be mailed to eligible shareholders ahead of the special meeting.

Board of directors and corporate governance

• Board and certain executive officers are participants in the proxy solicitation process.

• Information on directors' and officers' interests and holdings is disclosed in recent SEC filings.