Shareholder Resolution

Resolution Summary

Shareholder Leilani Wilson Walkush has submitted a proposed resolution to amend the Corporation’s Bylaws to establish term limits for Sealaska directors. A director could serve a maximum of four terms and is not eligible for re-election or Board appointment for a period between one regular annual meeting of the shareholders to the next regular annual meeting of the shareholders. The proposed resolution would amend Bylaw Section 3.1, Composition and Term, which currently reads as follows:

The business, affairs and property of the Corporation shall be managed by a Board of Directors composed of thirteen (13) members. The terms of members shall be three (3) years, with elections by class, of four and five members to be elected at each annual meeting of shareholders.

The proposed resolution would amend Bylaw Section 3.1, Composition and Term, to read as follows:

The business, affairs and property of the Corporation shall be managed by a Board of Directors composed of thirteen (13) members. The terms of members shall be three (3) years with election by class of four and five members to be elected at each annual meeting of shareholders. Upon completion of four (4) consecutive terms of service, a shareholder is not eligible for re-election or board appointment for a period between one regular annual meeting of the shareholders to the next regular annual meeting of the shareholders.


Shareholder Resolution on the Proxy

Shareholder Resolution: Term Limits for the Board of Directors

Shall Sealaska Corporation amend Bylaw Section 3.1, to establish term limits for Directors of four consecutive three-year terms, then requiring a minimum one-year waiting period before being reappointed or elected back to the board?

This resolution will be adopted if approved by a majority of the outstanding voting shares of the Corporation.

The Board of Directors recommends a NO vote.       NO     YES

Recommendation

The Board of Directors recommends a NO vote on the resolution:

NO     YES

A "NO" vote is against the resolution, and the language of Bylaw Section 3.1 would remain as is.
A "YES" vote is in favor of adopting the resolution to amend the Bylaws.

For more information, see pages 8 to 11 in the full proxy statement.