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Investor Group Reaches Settlement Agreement with Kohl’s Corporation

April 15, 2021

The Wall Street Journal, Forbes, Fortune, Yahoo! Finance and CNBC, among others, have reported on the settlement agreement between Kohl’s Corporation and Olshan clients, Macellum Advisors GP, LLC, Ancora Holdings, Inc., Legion Partners Asset Management, LLC, and 4010 Capital, LLC and certain of the foregoing’s affiliates (collectively, the "Investor Group"), which collectively own approximately 9.3% of Kohl's outstanding common stock, including options. As part of the agreement, two of the Investor Group’s nominees, Margaret Jenkins and Thomas Kingsbury, will join the Kohl's Board of Directors at the close of the 2021 Annual Meeting of Shareholders as independent directors. Additionally, Christine Day, an independent director identified by Kohl's and agreed to by the Investor Group will join the Board at the same time. Two longer serving directors have agreed to step down from the Board in August and at the 2022 annual meeting. Also as part of the agreement, the Board’s existing ad hoc Finance Committee will become a standing committee of the Board that Thomas Kingsbury will join and the Board will expand its existing share repurchase program to $2 billion, which may be used to repurchase shares at the Company's discretion. Olshan Activist Equity Investment Practice partners Steve Wolosky and Elizabeth Gonzalez-Sussman led the Olshan team representing the Investor Group in its agreement with Kohl’s, which also included associates Rebecca Van Derlaske and Sebastian Alsheimer and law clerk Nikoleta Jaupi.

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