Sears Holdings Makes Progress in Sears Canada Offer

Sears Holdings Corporation has received notice that five of the eight senior officers of Sears Canada Inc. intend to either accept the Sears Holdings' offer and tender all of the common shares held by them to the offer or sell the shares into the market prior to the expiration of the Offer, or a combination of both.

The five senior officers who have declared their intentions include David Merkley, Senior Vice-President and Chief Financial Officer; Rudi Vezer, Senior Vice-President and Chief Legal Officer; Richard Brown, Senior Vice-President, Merchandising and Marketing; Frank Rocchetti, Senior Vice-President and Operations Officer; and Ethel Taylor, Senior Vice-President, Corporate Store Sales.

As disclosed in the Sears Canada Directors' Circular dated February 21, 2006, the three officers who have yet to declare their intention have recently sold a significant portion of their holdings. In the 90 days prior to the announcement of the Offer, Brent Hollister, Chief Executive Officer, sold approximately 54% of the shares he owned at an average price of C$13.51, after adjusting for the special distribution; Ajit Khanna, Senior Vice-President, Direct, Dealer and Service Sales, sold approximately 67% of the shares he owned at an average price of C$13.48, after adjusting for the special distribution; and Frances Magliochi, Senior Vice-President, Human Resources sold over 92% of the shares she owned at an average price of C$13.36, after adjusting for the special distribution.

Natcan Investment Management, Inc., the largest independent shareholder, has tendered all of the 9,690,149 shares that it beneficially owns or controls to the Offer.

Alan Lacy, Vice Chairman of Sears Holdings commented: “We believe that Sears Canada shareholders should consider the actions of the senior management and the largest independent shareholder when making a decision with respect to whether to tender their Sears Canada common shares. We remain committed to our C$16.86 offer. We continue to believe that it is a full and fair price for the Company and provides much needed liquidity to shareholders. We intend to purchase any and all shares tendered prior to the expiration of the offer.”