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Office Depot Board Gets Proxy Adivsors Backing

4/14/2008 12:45:00 PM Eastern

Delray Beach, Fla. —Institutional Shareholder Services (ISS), an institutional proxy advisory service, is recommending that Office Depot’s stockholders reject the two directors nominated by dissident investor Alan Levan.

Office Depot announced the finding to shareholders in a letter mailed today.

According to the embattled office-supply chain, ISS cited concerns about the poor performance of Levan’s companies, the lack of qualifications of his nominees, and their failure to prove that they would be better able to effect positive changes at Office Depot than current management.

In response to Levan’s charges that management had “cut costs for short-term gain” in 2005, the board cited strong earnings and share price increases from March 2005 through March 2007, and also noted in its letter that it has developed a “strong, strategic plan” and a margin-improvement initiative designed to address the company’s current challenges.

“Office Depot continues to believe that Alan Levan and his handpicked nominees are the wrong voice for Office Depot’s stockholders, are not qualified to serve Office Depot in any capacity and add nothing new,” the board said.

The proxy fight is expected to culminate this month at the company’s annual stockholder meeting, currently scheduled for April 23.

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