Transaction Overview

Summary

• Saks Incorporated will spin-off 100% of Saks Fifth Avenue, Saks Direct and Saks Off 5th to existing shareholders in a tax-free distribution

• The spun-off company will be called Saks Fifth Avenue Enterprises, Inc. (“SFA Enterprises”) - headquartered in NY

• Saks Incorporated will consist of the Company’s traditional department store operations - headquartered in Birmingham (referred to as “Department Store Group” or “DSG”)

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