Annex 1 to the Proxy Statement is amended in its entirety as follows:
Annex 1
CERTIFICATE OF
AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
OFFICE DEPOT, INC.
*****
Office Depot, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation), DOES
HEREBY CERTIFY AS FOLLOWS:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing the Corporation to execute and
file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, as amended (this Amendment), to combine each [Amendment A: 5, Amendment B: 6,
Amendment C: 7, Amendment D: 8, Amendment E: 9, Amendment F: 10] outstanding shares of the Corporations Common Stock, par value $0.01 per share (the Common Stock), into one (1) validly issued, fully paid and non-assessable share of Common Stock.
SECOND: That this Amendment was duly adopted in accordance with the
terms of the Restated Certificate of Incorporation of the Corporation, as amended, and the provisions of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.
THIRD: That, upon the effectiveness of this Amendment, the Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended such that
Section 4.1 is amended and restated in its entirety to read as set forth below:
4.1 Capital Stock. The total number of shares of capital stock
which the corporation has authority to issue is [Amendment A: 160,000,000, Amendment B: 133,333,333, Amendment C: 114,285,714, Amendment D: 100,000,000, Amendment E: 88,888,888, Amendment F: 80,000,000] shares of Common Stock, par value of
$0.01 per share, and 1 million shares of Preferred Stock, par value of $0.01 per share. Upon the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of this corporation, each [Amendment A: 5, Amendment
B: 6, Amendment C: 7, Amendment D: 8, Amendment E: 9, Amendment F: 10] shares of Common Stock issued and outstanding at such time shall, automatically and without any further action on the part of the corporation or the holder thereof, be
combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the Reverse Stock Split). The par value of the Common Stock following the Reverse Stock Split shall
remain $0.01 per share. No fractional shares shall be issued, and, in lieu thereof, the corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock, as determined by the board of directors of the
corporation. Each certificate that immediately prior to the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of this corporation represented shares of Common Stock (an Old Certificate) shall
thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
FOURTH: This Amendment shall be effective as of [date and time to be determined by the Board].
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be executed by its Chief
Executive Officer this [ ] day of [ ], 20[ ].