Sears Canada Inc. Common Shares, No Par Value This Information Statement is being furnished to you as a stockholder of Sears Holdings Corporation (“Sears Holdings”) in connection with the planned distribution (the “spin-off”) by Sears Holdings to its stockholders of a portion of the common shares, no par value (our “common shares” or “Sears Canada common shares”), of Sears Canada Inc. (“Sears Canada”) held by Sears Holdings such that, after giving effect to the spin-off, Sears Holdings will own approximately 51% of the outstanding Sears Canada common shares. Sears Holdings expects that immediately prior to the time of the distribution, Sears Holdings will hold approximately 95.5% of the outstanding Sears Canada common shares. Sears Holdings will distribute Sears Canada common shares on a pro rata basis to holders of Sears Holdings common stock. Every share of Sears Holdings common stock outstanding as of the close of business on November 1, 2012, which will be the record date for the spin-off (the “record date”), will entitle the holder thereof to receive 0.4283 Sears Canada common shares, except that holders of unvested shares of restricted stock of Sears Holdings will receive cash in lieu of shares. The spin-off will be made in book-entry form. Fractional shares will not be distributed; instead, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates and distribute the net cash from proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional shares in the distribution. When you receive common shares in the spin-off you will generally be considered to have received a taxable distribution for U.S. federal income tax purposes in an amount equal to the fair market value on the Spin-Off Date of (i) the common shares you receive plus (ii) the fractional common share sold by the distribution agent on your behalf. See “Item 10.E Taxation – Material United States Federal Income Tax Consequences” of the Registration Statement on Form 20-F that we filed with the Securities and Exchange Commission with respect to our common shares (the “Registration Statement”). The spin-off will be effective as of 11:59 p.m., New York City time on November 13, 2012 (the “Spin-Off Date”). From the completion of the spin-off, certificates representing Sears Holdings common stock will continue to represent Sears Holdings common stock. No action will be required of you to receive Sears Canada common shares, which means that: • no vote of Sears Holdings stockholders is required in connection with this spin-off and we are not asking you for a proxy and you are requested not to send us a proxy; • you will not be required to pay for the Sears Canada common shares that you receive in the spin-off; and • you do not need to surrender or exchange any of your Sears Holdings shares in order to receive Sears Canada common shares, or take any other action in connection with the spin-off. Sears Canada’s common shares are currently listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “SCC” and will remain listed under that symbol following the spin-off. We expect that a limited market, known as a “when issued” trading market, will develop on the TSX for the Sears Canada common shares being distributed in the spin-off. This will allow you to trade your entitlement to Sears Canada common shares under the symbol “SCC.W” (entitlements represent Sears Canada common shares being distributed in the spin-off, and trades of such shares will settle on a delayed basis up to three trading days following the Spin-Off Date). We expect that this “when issued” market will begin as early as two trading days before the record date and continue up to and including the Spin-Off Date, after which time all Sears Canada common shares will be traded on a regular settlement basis under the symbol “SCC”. This Information Statement will be made publicly available at www.searsholdings.com/invest beginning October 25, 2012 and notices of this Information Statement’s availability will be first sent to holders of record of Sears Holdings common stock on or about November 6, 2012. In reviewing this Information Statement, you should carefully consider the matters described under “Risk Factors” beginning on page 6 of the Registration Statement for a discussion of certain factors that should be considered by recipients of Sears Canada common shares. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this Information Statement was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any stockholder, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each stockholder should seek advice based on its particular circumstances from an independent tax advisor. The date of this Information Statement is October 25, 2012. TABLE OF CONTENTS INTRODUCTION AND USE OF CERTAIN TERMS ............................................ ii SUMMARY ............................................................................. 1 QUESTIONS AND ANSWERS ABOUT SEARS CANADA AND THE SPIN-OFF .................... 8 This Information Statement is being furnished solely to provide information to holders of Sears Holdings common stock who will receive Sears Canada common shares in the spin-off. It is not and is not to be construed as an inducement or encouragement to buy or sell any securities of Sears Canada or any securities of Sears Holdings. You should not assume that the information contained in this Information Statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor Sears Holdings undertakes any obligation to update the information, except as required by law and in the normal course of our respective public disclosure obligations. i INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this Information Statement using a number of conventions, which you should consider when reading the information contained herein. Unless otherwise indicated or the context otherwise requires, in this Information Statement the disclosure assumes that the spin-off has been completed and references to: • “we”, “us” and “our”, “Sears Canada” or “the Company” are to Sears Canada Inc. and its subsidiaries, together with its investments in joint venture interests; • “$” or “CAD” are to Canadian dollars; • an “affiliate” of any person are to any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person; • “ESL” are to ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert; • “fiscal year” are to the 52 or 53-week period ended on the Saturday closest to January 31; • “record date” are to 5:00 p.m., New York City time on November 1, 2012; • “Sears Holdings” are, collectively, to Sears Holdings Corporation, our controlling shareholder and a Delaware corporation, and its subsidiaries, excluding Sears Canada; • “Sears Holdings common stock” or “Sears Holdings shares” are to the common stock, $0.01 par value per share, of Sears Holdings; • “Sears Roebuck” are to Sears, Roebuck and Co., a New York corporation and wholly owned subsidiary of Sears Holdings Corporation; • “spin-off” are to the special dividend of a portion of our common shares held by Sears Holdings to its stockholders; and • “Spin-Off Date” are to 11:59 p.m., New York City time on November 13, 2012, when the spin-off will become effective. About this Information Statement This document consists of two parts. The first part is this Information Statement, which provides a summary of our business, the spin-off, our relationship with Sears Holdings and how the spin-off affects Sears Holdings and its stockholders. The second part is the Registration Statement on Form 20-F that we have filed with the Securities and Exchange Commission (the “SEC”) with respect to our common shares (the “Registration Statement”). The Registration Statement describes our business, contains additional information about the spin-off and our relationship with Sears Holdings and provides other information to assist you in evaluating the benefits and risks of holding or disposing of our common shares that you will receive in the spin-off. You should read both this Information Statement and the Registration Statement. If any information conflicts with or varies between this Information Statement and the Registration Statement, you should rely on the information in the Registration Statement. This Information Statement is publicly available at www.searsholdings.com/invest. Beginning on or about November 6, 2012, Sears Holdings will mail a Notice of Internet Availability of Spin-Off Materials (the “Notice”) to all holders of record of Sears Holdings common stock as of the record date describing how stockholders can access the Information Statement and the Registration Statement on the Internet. The Notice will instruct holders of Sears Holding common stock how to receive printed copies of the Information Statement and the Registration Statement at no charge. All holders of Sears Holdings common stock who have elected to receive printed copies of proxy materials from Sears Holdings will be mailed a full printed copy of the Information Statement prior to the Spin-Off Date.