Sears Kmart Merger Approved By Shareholders

    March 24, 2005

In separate special meetings today, the respective shareholders of Sears, Roebuck and Co. and Kmart Holding Corporation approved the merger of the two companies.

More than 170 million of Sears’ outstanding shares were voted, with approximately 149 million shares or approximately 88 percent of the votes cast and 69 percent of total shares outstanding voted in favor of the merger proposal. More than 61 million of Kmart’s outstanding shares were voted, with 99.9 percent of the votes cast and 69 percent of the shares outstanding voting in favor. The closing of the merger is expected to occur later today.

Kmart Chairman Edward S. Lampert said, “The combination of Kmart and Sears will create a leading retailer and we expect will provide heightened value for our customers, associates and shareholders. Sears Holdings will have an enviable stable of proprietary brands, strong points of distribution and enhanced growth opportunities.”

Alan J. Lacy, chairman and chief executive officer of Sears, commented, “I am very pleased that our shareholders recognize and support the strategic and economic benefits of the merger. Sears Holdings will better meet the needs of more families with outstanding products and services available in nearly 3,500 convenient locations.”

Together, Sears and Kmart will form a major new retail company named Sears Holdings Corporation. Sears Holdings stock is expected to start trading on the Nasdaq National Market under the stock symbol “SHLD” on March 28, 2005.

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