Sears Holdings approves part spin-off of Canadian interest

Sears Holdings, which currently owns approximately 95.5% of the issued and outstanding common shares of Sears Canada, will distribute approximately 44.5% of the total issued and outstanding common shares of Sears Canada on a pro rata basis to holders of Sears Holdings common stock such that Sears Holdings will retain an ownership interest of approximately 51% in Sears Canada.

The distribution will be made on November 13, 2012 to Sears Holdings' stockholders of record as of the close of business on November 1, 2012, the record date for the partial spin-off. Every share of Sears Holdings common stock held as of the close of business on the record date will entitle the holder to a distribution of 0.4283 Sears Canada common shares.

Following the distribution, Sears Canada will continue to be listed on the Toronto Stock Exchange under its current symbol "SCC". We expect that from a date determined by the TSX through the distribution date, entitlements to the common shares being distributed by Sears Holdings in the partial spin-off will trade on a "when issued" market on the TSX.

Information regarding the procedures by which the distribution will be effected and other details of the transaction are contained in a registration statement filed by Sears Canada and is available on the Securities and Exchange Commission's website and on the Company's profile.

The partial spin-off is subject to the satisfaction or waiver of a number of conditions described in Sears Canada's registration statement. If the conditions are met in accordance with the timing currently contemplated, the distribution will occur on November 13, 2012 and direct registration account statements reflecting the Sears Canada common shares will be distributed to the eligible Sears Holdings' stockholders on or about November 15, 2012.

Sears Canada Inc.