Jewett Cameron Trading Co Ltd

This proposal asks shareholders to approve a reduction in the size of the Board from seven directors to five directors for the ensuing year. Management is seeking shareholder approval to fix the number at five as part of a deliberate governance change intended to reduce costs, improve communication and decision-making speed, increase director engagement, and enhance accountability. The filing frames the change as a governance optimization aimed at deeper discussions and less bureaucracy, and the Board has recommended a vote FOR the change. Approving the proposal will enable the Company to move forward with electing five nominees and may lead to leaner committee structures and potentially greater alignment among directors. However, reducing board size can concentrate authority and reduce the breadth of expertise and independence, which voters should weigh against the stated benefits. The proposal requires a simple majority of votes cast to pass under the Company’s bylaws, and management notes that nominees elected will serve until the next annual meeting. The Board’s recommendation reflects its view that the net effect will be improved governance and performance, but shareholders should consider the impact on committee capacity, independence, and succession planning when evaluating the change.

This management proposal asks shareholders to formally confirm, ratify and approve all actions, deeds and business conducted by the Company's directors and officers during the preceding fiscal year. Management is seeking this ratification to provide shareholders with a formal endorsement of the Board's and officers' conduct and to reduce potential future disputes about the authority or validity of past actions. The Board recommends a vote FOR, stating that approval affirms the acts and provides governance certainty. The resolution is procedural in nature and customary for Canadian and U.S.-listed issuers that seek shareholder ratification of prior corporate actions. A majority of votes cast is required to pass the resolution. While typically routine, shareholders should consider whether any disclosed transactions or actions during the period raise concerns before ratifying broadly worded approvals, as ratification can limit shareholder recourse and reduce the ability to challenge past decisions. The Board's recommendation reflects confidence in management's conduct; dissenting votes would signal shareholder concern about governance or particular transactions during the prior year.

This advisory (non-binding) proposal asks shareholders to approve, on a say-on-pay basis, the disclosed compensation of the Company's named executive officers. Management frames executive pay as designed to motivate and retain executives, align pay with short- and long-term performance, and tie management incentives to shareholder value, and the Board recommends a vote FOR. The resolution is explicitly advisory and does not alter compensation arrangements, but a negative vote would trigger Board and Compensation Committee consideration and possible changes. The proxy statement provides quantitative disclosure (e.g., CEO and CFO salaries, bonuses, restricted share awards) and a pay-versus-performance table; shareholders should evaluate whether realized pay aligns with the Company’s financial results and TSR metrics disclosed. Given that the Company’s pay programs include base salary, target bonuses, and restricted share awards, investors should consider the balance between fixed and performance-linked pay and whether disclosed incentives appropriately address long-term value creation. The Board’s commitment to review significant negative votes is intended to provide responsiveness, but because the vote is non-binding, ultimate changes depend on the Board’s judgment. In assessing the proposal, shareholders should weigh the merits of retention and incentive objectives presented by management against any perceived misalignment in pay outcomes, governance features of the compensation program, and overall company performance.

This management proposal asks shareholders to grant the named Management Designees discretionary authority to vote the shareholder's shares on permitted amendments or variations to matters described in the proxy, and on any other matters properly brought before the Meeting. Management seeks this authority to ensure that proxies can be exercised in the event of procedural amendments or unforeseen items, allowing the Management Designees to act in shareholders' best judgment. The Board recommends a vote FOR, arguing that it is a standard proxy practice that prevents technical defects in shareholder instructions from preventing votes on consequential items. From a governance perspective, granting broad discretion is common but can reduce shareholders’ direct control over responses to late-arising proposals; investors preferring maximum shareholder direction may withhold consent. The proposal requires a majority of votes cast to pass and is intended to preserve the practical utility of proxy voting in a virtual meeting setting. Shareholders should weigh the convenience and practicality of enabling proxy discretion against the desire to retain direct control over unexpected or sensitive matters that could arise at the meeting. The Board indicates no other matters are expected, and if other matters do arise, the proxyholders will use their judgment, potentially guided by the Company’s stated governance principles.