Contract analysis

I.A. Certificate of Incorporation and Amendments 1.1. A certified copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (Delaware Secretary of State File Number 3487201; incorporated September 14, 2001), including all amendments thereto and all certificates of designation filed to date with the Delaware Secretary of State. If the Company has filed any certificates of correction

I.B. Bylaws. 1.3. A copy of the current Amended and Restated Bylaws of Cascade Retail Holdings Inc., including all amendments thereto adopted through the date hereof. Please confirm the date on which the current Bylaws were most recently amended or restated. 1.4. Copies of any pending or proposed amendments to the Bylaws of CRH, including any amendments that have been adopted by the Board of Directors but which have

I.C. Good Standing Certificates 1.5. A certificate of good standing (or equivalent certificate of status) for Cascade Retail Holdings Inc. issued by the Delaware Secretary of State, dated within thirty (30) days of the date of production (or as close to the date of production as practicable). If a recently issued certificate is not currently available, please arrange for a new certificate to be obtained. 1.6. A certi

I.D. Subsidiary Organizational Documents 1.9. A copy of the operating agreement or limited liability company agreement of Cascade Retail Operating Company LLC (a Delaware limited liability company), including all amendments, restatements, and supplements thereto. If no written operating agreement exists, please confirm the same and describe any governance arrangements applicable to the entity. 1.10. Copies of the cer

I.E. Organizational Chart 1.13. A current organizational chart showing all subsidiaries of CRH (including intermediate holding companies and any dormant or inactive entities), together with the following information for each entity: (a) parent-subsidiary relationships; (b) direct and indirect ownership percentages; (c) jurisdiction of incorporation or formation; and (d) entity type (e.g., corporation, limited liabili

I.F. Registered Agent Information 1.15. Confirmation of the identity and address of the registered agent and registered office for CRH in the State of Delaware. Our records reflect that the Company's registered agent in Delaware is currently National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904. Please confirm or update as appropriate. 1.16. Identification of the registered age

II.A. Capitalization. 2.1. A current capitalization table for CRH as of the most recent practicable date, showing the number of shares of each class or series of capital stock authorized, issued and outstanding, and held in treasury, as well as any shares reserved for issuance. We note that, based on publicly available information, approximately 214,600,000 shares of common stock were outstanding as of March 15, 2026

II.B. Equity Incentive Plans 2.4. Copies of all equity incentive plans, employee stock purchase plans, stock option plans, and any other equity-based compensation plans of CRH currently in effect, together with all amendments, restatements, and supplements thereto. Please also provide copies of any such plans that have been terminated within the Review Period but under which awards remain outstanding. 2.5. A summary

II.C. Other Securities 2.7. A description of any outstanding warrants, convertible notes, convertible preferred stock, exchangeable instruments, or other rights to acquire equity securities of CRH. If any such instruments are outstanding, please provide copies of the governing agreements or instruments. 2.8. A description of any anti-dilution protections, preemptive rights, rights of first refusal, or similar rights

II.D. Dividend History 2.11. A schedule of all dividends declared and paid on CRH common stock for each of the three most recent fiscal years (FY2024, FY2025, and FY2026) and through the date hereof, including the declaration date, record date, payment date, and per-share dividend amount for each dividend payment. We note that CRH currently pays a quarterly cash dividend of $0.22 per share ($0.88 per share on an annu

III.A. Annual Reports 3.1. Copies of the Company's Annual Reports on Form 10-K for FY2024 (fiscal year ended January 31, 2024), FY2025 (fiscal year ended January 31, 2025), and FY2026 (fiscal year ended January 31, 2026), as filed with the SEC. While these reports are publicly available through the SEC's EDGAR system, we request that the Company provide clean, final copies (including all exhibits) to facilitate our r

III.B. Quarterly Reports 3.3. Copies of all Quarterly Reports on Form 10-Q filed by the Company for all fiscal quarters within the three most recent fiscal years (FY2024, FY2025, and FY2026) and any Quarterly Reports on Form 10-Q filed for the current fiscal year (FY2027, which began February 1, 2026). Please include all exhibits filed therewith. 3.4. Copies of any amendments to the foregoing Quarterly Reports filed

III.C. Current Reports 3.5. Copies of all Current Reports on Form 8-K filed by the Company during the three most recent fiscal years and through the date hereof. Please include all exhibits filed therewith. We note that copies of these reports are available through EDGAR, but request that the Company provide a complete set to ensure that our files are current and that we can efficiently identify any reports that may

III.D. Proxy Statements 3.7. Copies of the definitive proxy statements on Schedule 14A for the three most recent annual meetings of stockholders of CRH, including all annexes, appendices, and exhibits thereto. 3.8. Copies of any preliminary proxy statements or additional soliciting materials filed with the SEC in connection with the foregoing annual meetings or any special meetings of stockholders during the Review P

III.E. Registration Statements 3.9. A copy of the Company's prior shelf registration statement on Form S-3 (File No. 333-248710), filed with the SEC on June 12, 2023, and declared effective on June 28, 2023, together with all prospectus supplements filed thereunder, all exhibits thereto, and any pre-effective or post-effective amendments. 3.10. Copies of all other registration statements filed by the Company (on Form

III.F. Section 16 and Beneficial Ownership Filings 3.12. A schedule of all filings made pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by directors and executive officers of CRH during the past twelve (12) months, including all Forms 3 (Initial Statement of Beneficial Ownership), Forms 4 (Statement of Changes in Beneficial Ownership), and Forms 5 (Annual Statement of B

III.G. Correspondence with the SEC 3.14. Copies of all correspondence between the Company (or its representatives) and the SEC staff during the three most recent fiscal years and through the date hereof, including comment letters received from the SEC, response letters submitted by the Company, any no-action letters, interpretive letters, or requests for exemptive relief submitted by or on behalf of the Company, and

III.H. XBRL and EDGAR Information 3.16. Confirmation that the Company's CIK Number is 0001287450 and that the Company's EDGAR access codes (including the Central Index Key, CCC code, password, and PMAC) are current and operational. Please also confirm the identity and contact information for the Company's EDGAR filing agent and confirm that arrangements are in place for the filing agent to submit the Registration Sta

IV.A. Credit Agreements and Debt Instruments 4.1. A copy of the Credit Agreement governing the Company's $1.5 billion senior secured revolving credit facility (the "Revolving Credit Facility"), with Northgate Capital Bank, N.A. serving as administrative agent, maturing August 15, 2029, together with all amendments, amendments and restatements, waivers, consents, supplements, joinder agreements, and other modification

IV.B. Underwriting and Placement Agreements 4.9. Copies of the underwriting agreements executed in connection with the prior takedown offerings under the existing shelf registration statement (File No. 333-248710), specifically: (a) the underwriting agreement for the $800,000,000 common equity offering completed in August 2023; and (b) the underwriting agreement for the $475,000,000 senior notes offering completed in

IV.C. Material Commercial Agreements 4.12. A list and copies of all contracts filed as exhibits to the Company's most recent Annual Report on Form 10-K under Item 601(b)(10) of Regulation S-K (material contracts). If any material contracts have been entered into, amended, or terminated since the date of the most recent Form 10-K but have not yet been filed as exhibits, please identify and provide copies of the same.

IV.D. Insurance. 4.17. A summary of the Company's directors' and officers' ("D&O") liability insurance program, including the identity of each insurer or carrier, the policy number, the coverage limits (including any excess or umbrella layers), the applicable deductibles or retentions, the policy period, and the expiration date. Please also identify whether the D&O insurance program includes Side A, Side B, and Side

IV.E. Rating Agency Agreements 4.19. Copies of any engagement letters, fee agreements, or rating agency agreements between CRH and Clearfield Rating Services Inc. We note that Clearfield Rating Services Inc. assigned an issuer credit rating of BBB with a stable outlook to CRH in February 2025. Please confirm whether this rating remains current and unchanged. 4.20. Copies of any engagement letters, fee agreements, or

VI.A. Litigation. 6.1. A schedule of all pending or threatened litigation, arbitration, mediation, or other legal proceedings involving CRH or any of its subsidiaries (as plaintiff, defendant, or otherwise), including for each matter: (a) the case caption and docket or case number; (b) the court, tribunal, or arbitral body; (c) the jurisdiction; (d) the nature and summary of the claims asserted; (e) the identity of t

VI.B. Governmental and Regulatory Proceedings 6.4. A description of any pending or threatened governmental investigations, enforcement actions, administrative proceedings, or regulatory actions involving CRH or any of its subsidiaries, including any proceedings before the SEC, the Federal Trade Commission ("FTC"), the Department of Justice ("DOJ"), the Internal Revenue Service ("IRS"), the Consumer Financial Protecti

VI.C. Internal Investigations 6.6. A description of any internal investigations conducted by or on behalf of CRH within the past three years involving matters relating to financial reporting, accounting practices, securities law compliance, corporate governance, or fraud, including the scope, findings, and any remedial actions taken. We recognize that certain aspects of any such investigations may be subject to attor

VII.A. Tax. 7.1. Copies of the Company's federal, state, and local income tax returns for the three most recent fiscal years (FY2024, FY2025, and FY2026). Alternatively, if the Company prefers not to produce full copies, please confirm that the returns are available for review at the Company's offices or at the offices of the Company's tax advisors, and provide a schedule showing the taxable income (or loss), taxes p

VII.B. Employee Benefits 7.7. A summary of all material employee benefit plans maintained by CRH or any of its subsidiaries, including: (a) defined benefit pension plans; (b) defined contribution plans, including 401(k) plans and profit-sharing plans; (c) nonqualified deferred compensation plans (subject to Section 409A of the Internal Revenue Code); (d) health and welfare benefit plans; (e) retiree health or post-re

X.A. Transfer Agent 10.1. A copy of the transfer agent agreement (and all amendments, supplements, and addenda thereto) between CRH and Meridian Trust Company, N.A., which serves as transfer agent and registrar for CRH common stock. The registered address of Meridian Trust Company, N.A. is 6201 15th Avenue, Brooklyn, NY 11219. 10.2. Confirmation of the designated contact person at Meridian Trust Company, N.A. for pur

X.B. Independent Auditor 10.4. A copy of the current engagement letter between CRH and Granville & Hooper LLP (the Company's independent registered public accounting firm), whose lead engagement partner is Sandra Kim, and whose offices are located at 1700 Market Street, Suite 2400, Philadelphia, PA 19103. Please include any amendments or supplements to the engagement letter. 10.5. Confirmation that Granville & Hooper

X.C. Corporate Governance 10.8. Copies of the Company's corporate governance guidelines, code of business conduct and ethics (applicable to all directors, officers, and employees), and code of ethics for senior financial officers (applicable to the Chief Executive Officer, Chief Financial Officer, and other senior financial personnel), in each case as currently in effect. 10.9. Copies of the charters for the Audit Co

X.D. Regulation FD and Insider Trading 10.11. A copy of the Company's Regulation FD (Fair Disclosure) policy, as currently in effect, governing the disclosure of material non-public information to securities market professionals and other covered persons. 10.12. A copy of the Company's insider trading policy, as currently in effect, together with any related blackout period calendar or schedule applicable to director

X.E. Nasdaq Compliance 10.14. Confirmation that CRH is in continued compliance with all applicable Nasdaq listing standards, including the Nasdaq Global Select Market listing requirements (or such other market tier on which CRH common stock is listed). Please confirm the specific Nasdaq market tier and the Company's understanding of its compliance status as of the date hereof. 10.15. Copies of any correspondence betw