Contract analysis

I. Executive Summary and Purpose of This Memorandum This memorandum has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") to accompany the in-person board governance workshop being held today, February 22, 2024, at the headquarters of Cascade Retail Holdings Inc. ("CRH" or the "Company"), located at 4800 Lakeview Blvd, Suite 1100, Bellevue, WA 98004. The purpose of this memorandum is to pr

II. Catalysts for Governance Reform The recommendations presented in this memorandum are not undertaken in a vacuum. Rather, they reflect a convergence of several catalysts — some arising from specific events in CRH's recent corporate history and others from broader regulatory and market developments — that collectively create both urgency and opportunity for governance modernization. This Part II summarizes the prin

III. Governance Trends Among Public Retail Companies To provide the Board with appropriate context for evaluating the recommended reforms, this Part III summarizes the prevailing governance trends among public retail companies and, more broadly, among publicly traded companies listed on the S&P 500 and Nasdaq. The trends described below represent the current state of market practice and serve as the benchmark against

IV. Peer Benchmarking Analysis The following table summarizes CRH's current governance practices relative to the 18-company peer group analyzed in G&T's December 5, 2023 Governance Health Assessment. This data provides a quantitative foundation for the recommendations set forth in Parts V and VI below. Full peer benchmarking data, including company-by-company breakdowns, is provided in Appendix B. Overall Governance

V. Recommended Bylaws Changes Based on the analysis set forth in Parts II through IV, Calderwood & Harkness recommends the following substantive changes to CRH's 2019 Bylaws. These changes would be implemented through the adoption of a comprehensive Amended and Restated Bylaws document, a first draft of which was circulated on February 12, 2024. This Part V provides a detailed discussion of each recommended change, i

VI. Recommended Committee Charter Reforms In addition to the bylaws changes described in Part V, Calderwood & Harkness recommends substantive revisions to the charters of CRH's three existing standing Board committees and the adoption of a charter for a new standing Technology & Cybersecurity Committee. This Part VI summarizes the recommended updates for each committee charter. A. Audit Committee Charter Current Stat