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Press release from Business Wire

Office Depot Announces Filing of Preliminary Proxy Statement for Annual Meeting

<p class='bwalignc'> <i>Nominates Michael J. Massey to Join Office Depot Board</i> </p>

Monday, July 08, 2013

Office Depot Announces Filing of Preliminary Proxy Statement for Annual Meeting

07:00 EDT Monday, July 08, 2013

BOCA RATON, Fla. (Business Wire) -- Office Depot, Inc. (NYSE: ODP), a leading global provider of office supplies and services, today announced that the Company filed its preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) on Friday, July 5, 2013.

The Company also announced that Michael J. Massey, previously Chief Executive Officer and President of Collective Brands, Inc., has been nominated to join the Board by the Corporate Governance & Nominating Committee (the “Nominating Committee”). He fills the vacancy created by current director Brenda Gaines, who has informed the Board of her decision not to stand for reelection at this year's annual meeting of stockholders.

“We are very pleased to announce that Michael Massey has agreed to serve on the Office Depot Board and stand for election at the upcoming annual meeting,” said Neil Austrian, Chairman and CEO of Office Depot. “Michael is a highly qualified industry veteran who brings over 23 years of significant retail experience to our Board, having served in numerous senior level roles at Collective Brands and The May Department Stores Company. On behalf of the Board, I'd like to welcome Michael and we look forward to working with him.”

Austrian continued, “I also want to thank Brenda for over a decade of service to the Office Depot Board and wish her well on her future endeavors.”

Office Depot's Board of Directors recommends that shareholders vote "FOR" its 10 director nominees at the upcoming annual meeting of stockholders, scheduled to be held on August 21, 2013.

About Michael Massey

Michael J. Massey previously served as Chief Executive Officer and President of Collective Brands, Inc. from June 2011 to October 2012. He also served there as Senior Vice President from March 2003 to June 2011 and General Counsel and Secretary from March 2003 to October 2012. Additionally, while at Collective Brands, Massey held various executive roles in corporate development and law from 1996 to 2003.

Prior to Collective Brands, Massey was at The May Department Stores Company from 1990 to 1996 and Paster West & Kraner, P.C. from 1989 to 1990.

About Office Depot

Office Depot provides office supplies and services through 1,628 worldwide retail stores, a dedicated sales force, top-rated catalogs, and global e-commerce operations. Office Depot has annual sales of approximately $10.7 billion, employs about 38,000 associates, and serves customers in 60 countries around the world.

Office Depot's common stock is listed on the New York Stock Exchange under the symbol ODP. Additional press information can be found at: http://news.officedepot.com.

FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Office Depot, the merger and other transactions contemplated by the merger agreement, Office Depot's long-term credit rating and its revenues and operating earnings. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Office Depot, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of Office Depot's control. Therefore, investors and shareholders should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the merger; the risks that the new businesses will not be integrated successfully or that Office Depot will not realize estimated cost savings and synergies; Office Depot's ability to maintain its current long-term credit rating; unanticipated changes in the markets for its business segments; unanticipated downturns in business relationships with customers or their purchases from Office Depot; competitive pressures on Office Depot's sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; new laws and governmental regulations. The foregoing list of factors is not exhaustive. Investors and shareholders should carefully consider the foregoing factors and the other risks and uncertainties that affect Office Depot's business described in its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. Office Depot does not assume any obligation to update these forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT:

In connection with the proposed merger between OfficeMax Incorporated (“OfficeMax”) and Office Depot, Inc. (“Office Depot”), Office Depot has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration No. 333-187807) that includes a Joint Proxy Statement of Office Depot and OfficeMax that also constitutes a prospectus of Office Depot. The registration statement, as amended, was declared effective by the SEC on June 7, 2013. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OFFICE DEPOT, OFFICEMAX, THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are able to obtain free copies of the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by Office Depot and OfficeMax through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the definitive Joint Proxy Statement/Prospectus and other documents filed by Office Depot with the SEC by contacting Office Depot Investor Relations at 6600 North Military Trail, Boca Raton, FL 33496 or by calling 561-438-7878, and are able to obtain free copies of the definitive Joint Proxy Statement/Prospectus and other documents filed by OfficeMax by contacting OfficeMax Investor Relations at 263 Shuman Blvd., Naperville, Illinois 60563 or by calling 630-864-6800. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Office Depot and OfficeMax in connection with the proposed transaction are set forth in the definitive Joint Proxy Statement/Prospectus filed with the SEC on June 10, 2013.

Office Depot, Inc.
Investor Relations:
Richard Leland, 561-438-3796
richard.leland@officedepot.com
or
Public Relations:
Brian Levine, 561-438-2895
brian.levine@officedepot.com

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