sealaska corporation

2012 notice of annualmeeting and proxy statement

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Early Bird PrizesVote your proxy on or before June 8, 2012.

1st $1,500 for 1 winner 2nd $1,000 for 1 winner 3rd $750 for 1 winner 4th $500 for 1 winner 5th $250 each for 4 winners 6th $100 each for 6 winners 7th $50 each for 8 winners

Annual Meeting PrizesVote your proxy so it is received by fax, mail or online voting by June 21, 2012 or vote at the annual meeting.

1st $1,000 for 1 winner 2nd $750 for 1 winner 3rd $500 for 1 winner 4th $250 for 1 winner 5th $100 for 1 winner

PLUS All Webcast Viewers the day of the annual meeting will be eligible for a Webcast Prize.

$1,000 for 1 winner

Annual Meeting Door PrizesThere will be great prizes for those attending the annual meeting in Juneau, Alaska, on June 23, 2012 including prizes for those who register and attend via webcast.

Prize Rules:

1. Except for the Annual Meeting door prizes, you do not have to be present to win.

2. Board members, board nominees, officers, and managers of Sealaska Corporation, its subsidiaries, or Sealaska Heritage Institute, and their spouses and minor children, are not eligible for the annual meeting and Early Bird drawings, or annual meeting prizes. Employees of Sealaska or its affiliates are not eligible for annual meeting door prizes.

3. To be eligible for the Early Bird prizes, your proxy must be received by the Independent Inspectors of Election and Voting by June 8, 2012, at 5:00 p.m. Alaska Daylight Time. Winners will be announced approximately June 13, 2012.

4. Cash prizes in excess of $600 will be reported to the IRS on a 1099 form by Sealaska Corporation on or before January 31, 2013. All prize winners will be responsible for applicable state and federal taxes.

ATTENTION: NEW SHAREHOLDERS

If you are a newly enrolled shareholder descendant owning only Class D Descendant shares, or you have been made a Sealaska shareholder for the first time through gifted or inherited shares, this might be the first Proxy Statement and Proxy Card you’ve received.

This booklet (Proxy Statement) contains all the information you will need to be able to vote (cast your Proxy Card) for this year’s annual meeting of shareholders. If you find you still have questions, please don’t hesitate to give us a call. Contact the Office of the Vice President and Corporate Secretary at (907) 586-9249 with your voting questions.

ATTENTION: ELDERS WITH LIFE ESTATE STOCK

If you are an Elder who has received 100 shares of Class E Life Estate stock, please remember that Class E stock does not carry voting power and does not contribute to the number of your total votes for the annual meeting. Only the original voting stock you currently own may be used to cast votes. The number of shares of voting stock you own, and the number of votes you have, can be found on the front of your proxy card.

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letter of welcome

Dear Tribal Member Shareholder,

This year we celebrate the 40th anniversary of Sealaska’s incorporation. Our collective Native identity was the driving force behind the Alaska Native Claims Settlement Act (ANCSA) that established Sealaska, and it is our collective Native strength that drives our success. Our actions are guided by core Native values such as Haa Aaní (our land), Haa Shagóon (past, present, and future), Haa Latseen (strength), and Wooch.Yax (balance and respect). It is by living these values and putting them to action that we accomplish so much together. You will be hearing more about Values In Action from Sealaska in the coming months, and we encourage you to take action as a tribal member shareholder by casting your 2012 proxy.

Voting remains one of your most important rights as a shareholder, and I urge you to exercise this right in the 2012 election. Sealaska respectfully requests your support of the Endorsed Board Slate Nominees, and in voting NO on the Term Limits Resolution.

Did you know you can vote online? You can find all the details in this proxy statement about how to vote your proxy online.

This proxy statement contains thorough instructions and information about how to vote your proxy. Be sure to read all the information carefully, and if you have any questions, please call the Office of the Vice President & Corporate Secretary at 907.586.9249 or toll free at 1.800.848.5921. Sealaska has also sent one annual report to each tribal member shareholder household. If you would like additional copies of the annual report or have questions, please contact the Office of Corporate Communications at 907.586.1512, or send an email to electioninfo@sealaska.com.

The values that we live become our action, and values in action guide all that Sealaska is, and all that Sealaska does. We are dedicated to finding sustainable economic solutions for communities in our region, to providing opportunities for tribal member shareholders, and pursuing business excellence to secure financial growth. Let’s stand together in achieving these goals.

Your strong support for your corporation is respectfully requested. Thank you.

Sincerely,

SEALASKA CORPORATION

Albert M. Kookesh Board Chair

Dated: May 11, 2012

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notice of annual meeting

NOTICE IS HEREBY G IVEN THAT THE 39th ANNUAL MEET ING OF SHAREHOLDERS OF SEALASKA CORPORATION WILL BE HELD AT THE thunder mountain HIGH SCHOOL GYMNASIUM, 10014 crazy horse drive , JUNEAU, ALASKA, ON SATURDAY, JUNE 23, 2012 , AT 1 :00 PM ALASKA DAYLIGHT T IME .

The purposes of this meeting are to:

» Hear a report on Sealaska’s business

operations and activities for the year ended

December 31, 2011.

» Elect five directors whose terms will expire at

the annual meeting in 2015.

» Vote on a shareholder proposal to amend

Sealaska’s Bylaws.

» Carry out any other business that may properly

be brought up while the meeting is in session.

Although we do not know of any other business to be considered at the 2012 annual meeting, if any other business is presented at the annual meeting, your signed proxy card gives authority to Sidney Edenshaw, Clarence Jackson, and Rosita Worl to vote on such matters according to their best judgment.

Holders of the voting stock of record at 4:30 p.m., Alaska Daylight Time, on the Record Date, April 24, 2012, are entitled to vote at the 2012 annual meeting. On that date, Sealaska had 2,235,576 outstanding shares of stock, and 1,967,239 of those were entitled to vote.

Please submit your proxy as soon as possible to ensure that your shares will be voted, even if you cannot attend the annual meeting in person.

» You can now vote online! Be sure to follow the

instructions for online voting in the section

‘How To Complete Your Proxy’.

» You may choose to complete, date, sign, and

return the enclosed proxy in the postage-paid

envelope instead.

» You can also fax your signed proxy card to

the Independent Inspectors of Election at

1.866.433.8063. Be sure to fax both sides of

your proxy. IF YOU FAX YOUR PROXY, YOU

DO NOT NEED TO MAIL IT.

» You may call the Inspectors of Election at

907.789.3178 or toll-free 1.800.478.3178 to

confirm your proxy has been received.

Each shareholder who returns a valid proxy before the deadline, whether online, in the mail, or via fax, or by voting in person at the meeting, will receive a one-time payment of $25. If you qualify for the incentive, you can contribute it directly to Sealaska Heritage Institute (SHI) if you wish. Just mark the appropriate box on your proxy. You may also make this contribution in the memory of someone by writing their name in the blank space.

All proxies must be received by the Independent Inspectors of Election in Juneau before 5:00 p.m. Alaska Daylight Time, Thursday, June 21, 2012. Proxies received after that date and time will not be voted at the annual meeting and will not be eligible for the $25 incentive. You may vote in person at the annual meeting in Juneau, Alaska on June 23, 2012 and still be eligible for the $25 incentive. Persons who wish to attend the meeting by webcast should submit their proxy by the deadline, since it will not be possible to vote electronically via the webcast.

Nicole Hallingstad Vice President & Corporate Secretary Mailed on approximately May 11, 2012

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table of contentsHow to Complete Your Proxy

Sample Proxy

Term Limits Resolution

Voting for Directors

Endorsed Board Slate Nominees

Continuing Directors

Independent Nominees

Financial Performance and Compensation

Summary of Compensation

Director and Officer Compensation

Board Committees

Additional Information

Proxy Verification Rules

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Sealaska Corporation ProxySolicitation by the Board of Directors for the 2012 Annual Meeting of Shareholders

Date: �������������������������������������������������������, 2012

Signature: ������������������������������������������������������(Please sign exactly as your name appears at the top of card)

Print name: �����������������������������������������������������

As custodian/guardian/trustee for: ������������������������������������������������������(Shareholder’s name for whom you are signing)

Witnesses are necessary only when a shareholder signs by marking “X.” In such case, two witnesses must sign below.

���������������������������������������������������������������� (Witness, if necessary)

���������������������������������������������������������������� (Witness, if necessary)

Shareholder name:

Shareholder ID#: Shareholder PIN:

Shares: Votes:

I hereby appoint as my attorneys in fact and proxies Sidney Edenshaw, Clarence Jackson, and Rosita Worl (“Proxy holders”), a majority of them, or any one of them

acting in the absence of the others, with full powers of substitution, to attend the Annual Meeting of Shareholders of Sealaska Corporation to be held in Juneau, Alaska

on June 23, 2012, at 1:00 pm, and any adjournment or postponement thereof, and to vote all of my shares of Sealaska Corporation that I could vote, with all the powers

that I would possess if personally present at the meeting, all as described in the Notice of Meeting and Proxy Statement, both dated May 11, 2012, receipt of which I

acknowledge. If this proxy is signed and no specific direction is given, this proxy will be voted for the Board of Directors’ nominees, and at the discretion of the Proxy

holders upon such other matters as may properly come before the meeting. Directors will be elected for terms ending in 2015. CAST MY VOTES IN THE MANNER

INDICATED ABOVE.

nominee # of Directed Votes

Raymond Austin . . . . . . . . . . . . . . . . . . . . . . . . . .

William Micklin. . . . . . . . . . . . . . . . . . . . . . . . . . .

Edward Sarabia, Jr. . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . .(Write-In Name Here)

inDePenDent nOmineeS The following nominees are independent candidates. They are not endorsed by the Board of Directors. If you checked the “Discretionary” or “Quorum Only” box, you should not write in the number of votes.

BOarD OF DireCtOrS’ nOmineeS The Board of Directors endorses the following slate of nominees. If you checked the “Discretionary” or “Quorum Only” box, you should not write in the number of votes.

nominee # of Directed Votes

Barbara Cadiente-Nelson . . . . . . . . . . . . . . . . . . . . . .

Albert Kookesh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tate London . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Joe Nelson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bill Thomas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CheCk here: Contribute my $25 voting incentive

to Sealaska heritage institute

OPTIONAL – This gift is made in memory of:

For greater detail on how to vote, including Online Voting, see your 2012 Proxy StatementBe Sure tO COmPlete BOth SiDeS OF thiS PrOxy!

Vote your Proxy – Check the box of your choice:

r Discretionary – Your votes will be voted for candidates on the Board of Directors’ slate.

r Directed – Your votes will be directed to nominees of your choice in the numbers you allocate. Vote for no more than five nominees.

r Quorum Only – Your proxy will be counted for quorum purposes only. No nominee or resolution will get your votes.

VOte FOr DireCtOrS: hOw many VOteS DO yOu haVe? See the top right of your proxy card for the number of

voting shares you own and the number of votes you have for directors.

Sign thiS PrOxy anD mail it in the enClOSeD PrePaiD enVelOPe tO: Independent Inspectors of Election & Voting – Elgee Rehfeld Mertz, CPAs, 9309 Glacier Highway, Suite B200, Juneau, AK 99801

Or Fax tO: 1.866.433.8063 if you fax your proxy, be sure to fax BOth sides. if you fax your proxy, you do not need to mail it.

Be Sure tO COmPlete BOth SiDeS OF yOur PrOxy

the early Bird Deadline is 5:00 Pm alaska time on June 8, 2012.

Your proxy must be received by the Independent Inspectors of Election by 5:00 PM Alaska Time on June 21, 2012.

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How to Complete Your Proxy

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Vote on resolution: How Many Votes Do you HaVe? For voting on resolutions, you have the same number

votes as the number of voting shares you own. The number of voting shares you own is printed in the upper right of this

proxy card.

The following resolution has been submitted for a vote of the shareholders. This resolution is described in more detail in

the Proxy Statement that was sent to each voting shareholder.

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

If your proxy is signed and you do not mark “Yes” or “No” on this resolution, your votes will be counted as a Quorum Only

vote on this resolution.

shareholder resolution:

terM liMits For tHe BoarD oF DireCtorsShall Sealaska Corporation amend Bylaw Section 3.1 to establish term limits for Directors of four

complete three-year terms, with permanent ineligibility thereafter?

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

Sealaska Corporation.

The Board of Directors recommends a “no” vote.

r Yes r No

sign tHis proxy anD Mail it in tHe enCloseD prepaiD enVelope to:

Independent Inspectors of Election & Voting Elgee Rehfeld Mertz, CPAs 9309 Glacier Highway, Suite B200 Juneau, AK 99801

or Fax to: 1.866.433.8063 if you fax your proxy, be sure to fax BotH sides. if you fax your proxy, you do not need to mail it.

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Shareholder Name: Shareholder ID#: Voting Shares:

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Footnote

1. VOTE ONLINE » You will need the information on your

enclosed paper proxy card to vote online.

» Go to www.sealaska.com and click on the

link to Online Voting. You will be taken to an

independent, secure server to complete the

voting process.

» You will need your shareholder ID number and

your individual personal identification number

(Shareholder PIN) which are printed on your

proxy card, plus the last 4 digits of your social

security number to access electronic voting.

» Follow the instructions on the online voting

site to complete your online proxy.

» You will need to enter the Month and Year from

your date of birth to submit your online proxy

and complete the process.

» All four identifiers used by you will constitute

your electronic signature.

» You can submit a later-dated online proxy if

you choose to change your vote. Just go back

to the online voting site and follow the steps

to submit another proxy. Only the latest-dated

proxy will count as your vote.

» Only one proxy incentive payment will be

issued, even if you vote more than once.

» If you have lost your Shareholder PIN,

please call the electronic voting help desk at

1.866.381.8351.

» If you need technical help with the online

voting site, please call the online voting help

desk at 1.866.381.8351.

Why should I vote online? Voting online is secure,

it’s fast, and more convenient for many. The sooner

your proxy is received, the sooner your incentive

payment is generated and sent to you.

Will I still receive a proxy incentive payment?

Yes. In fact, you’ll receive it more quickly by voting

online, and you can go back to the online voting site,

type in your information, and check on the status of

your payment.

Is online voting really secure? Yes. Your identity is

authenticated, and electronic firewalls protect your

voting information. Just like with a paper proxy,

only you and the Independent Inspectors of Election

will know your vote. Sealaska does not monitor the

online voting site: it belongs to the Independent

Inspectors of Election.

What if I need help? Call the online voting support

desk toll-free 1.866.381.8351 from 7 am to 8 pm

Alaska Time, seven days a week, if you have a

technical question or you need a replacement PIN.

Other election questions should go to the Vice

President & Corporate Secretary at 907.586.9249.

What if I’ve lost my paper proxy? You can get

a replacement Shareholder PIN issued to you by

calling the support desk at 1.866.381.8351, from

10 am to 8 pm Alaska Time. You will need to know

your Shareholder ID number, and provide other

identification information, to get assigned a new PIN.

If you have a valid email address, you can go to the

online voting site to receive a new Shareholder PIN

via email.

2. VOTE YOUR PAPER PROXY: SIGN AND DATE THE PROXY

» Print your name, and sign your name exactly

as it appears on the proxy card.

» Fill in minor’s name if you sign as a custodian.

» Date the proxy the day you sign it.

Sealaska is pleased to offer online voting to our shareholders! Providing assurance to shareholders about the privacy and security of online voting is important to Sealaska. We encourage our shareholders to try this quick, easy, and confidential form of voting for the annual meet ing.

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3. CONTRIBUTE YOUR $25 VOTING INCENTIVE TO SHI, IF YOU SO DESIRE

» Check whether you want to contribute your

$25 incentive payment to support the Sealaska

Heritage Institute.

» Indicate if you wish to make the contribution

in the memory of someone and write in

their name(s). This will be published on the

SHI website.

» Contributions to SHI will be dedicated to

support cultural and language programs, and

the Walter Soboleff Center for the perpetuation

of Native art and culture.

» Scan the Quick Response (QR) code at the top of

this page to learn more about SHI and its work.

4. CHOOSE WHICH WAY YOU WOULD LIKE TO VOTE

As a Sealaska shareholder, you have the following

choices in completing your proxy:

» Vote Discretionary - If you check this box,

you will cast all your votes for the Board of

Directors’ nominees. You will sign over your

votes to the Board, and the proxy holders

appointed by the Board will allocate them at

their discretion among the nominees on the

Board’s slate to elect as many of the Board’s

nominees as possible. A proxy that is signed

but not marked will be voted discretionary for

Board slate nominees. You can withhold votes

for Board nominees by drawing a line through

their name where it is printed on the proxy.

Discretionary voting does not apply to the resolution. Vote Yes or No on the resolution. If your proxy is marked Discretionary and you do not

mark Yes or No on the resolution, your vote will be

counted as Quorum Only on any unmarked resolution.

Vote for Directors: How Many Votes Do You Have?If you received your proxy materials in the mail from Sealaska, then the number of votes that you have is printed on your proxy card in the upper right corner. You may also download a blank proxy from the Sealaska website, request another proxy from Sealaska headquarters, or vote your proxy online. Each share of voting stock is entitled to one vote for each director to be elected. For example, this year five directors will be elected, so if you own 100 shares, you have 500 votes.

EXAMPLE: 100 SHARES X 5 DIRECTORS TO BE ELECTED = 500 VOTES

These votes can be distributed any way you determine among one to five nominees if you vote directed. This is known as “cumulative voting.” If you vote discretionary, you do not need to allocate your votes. See “How to Complete Your Proxy” starting on page 4 for more information on completing your proxy card.

Scan here if you want to learn more about the Sealaska Heritage Institute and its programs.

if you vote with your paper proxy, be sure to complete both sides!

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» Vote Directed - If you check this box, you may

direct a specific number of votes to one or more

nominees listed on the proxy, whether Board

or independent nominees, or to an individual

whom you write in. The election bylaws require

that directed votes go only to the nominee(s)

you have indicated, even if those nominees

later withdraw. Directed votes stay with

the candidate and may not be redirected to

another candidate. Vote for no more than five

(5) nominees. Be sure to vote Yes or No on the resolution. If your proxy is marked Directed

and you do not mark Yes or No on the resolution,

your vote will be counted as Quorum Only on any

unmarked resolution.

» Quorum Only - If you check this box, your

votes will be counted for the purpose of

achieving quorum for the annual meeting

ONLY. No director candidate will receive any

of your votes and none of your votes will count

towards any shareholder resolution. Be sure to vote Yes or No on the resolution. If your proxy

is marked Quorum Only and you do not mark Yes

or No on the resolution, your vote will be counted as

Quorum Only on any unmarked resolution.

5. ENDORSED BOARD OF DIRECTORS’ NOMINEES

These nominees are endorsed by the Sealaska Board

of Directors. You may support these nominees by

checking the discretionary box or by voting directed

for the nominee(s) of your choice.

6. INDEPENDENT NOMINEESSealaska’s election policies state that all qualified

independent nominees may have their names listed

on the Sealaska proxy. These nominees are not

endorsed by the Board of Directors. You may vote for

these nominees by writing in the number of directed

votes you wish to cast for one or more of them.

7. WRITE-INSealaska’s election rules provide a space for write-

in voting. You may write the name of any qualified

nominee in the space, then indicate the number of

directed votes you cast for that nominee.

8. VOTE ON RESOLUTIONMark the Yes or No box on the resolution. For voting

on a resolution, you have the same number of votes

as the number of voting shares you own.

Any Sealaska shareholder, regardless of the number

of shares held, who submits a valid proxy on or

before June 21, 2012 or who votes in person at the

annual meeting on June 23, 2012, will receive a one-

time payment of $25, which is a special incentive

to encourage voting. Those who qualify for the $25

voting incentive may contribute it directly to the

Sealaska Heritage Institute, if they choose to do so.

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RESOLUTION SUMMARYShareholder Michael Lee Beasley 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 thereafter be permanently ineligible. 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

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:

A Board of Directors composed of thirteen (13)

shareholder members shall manage the business,

affairs and property of the Corporation. The terms of

members shall be three (3) complete years. Any elected

shareholder shall be eligible to serve for no more than

four complete terms. Upon completion of four complete

terms of service a shareholder is not eligible for

re-election or board appointment permanently. Elections

will be by class, of four and five members to be elected

at each annual meeting of shareholders. The Term

Limits provisions of this section shall become effective

consecutively by class, and shall apply to terms ending

with the annual meetings in the years 2013, 2014,

2015, and thereafter.

VOTING STANDARDThis is a binding shareholder resolution, and if

adopted will amend the Corporation’s Bylaws. A

Bylaw may be amended, repealed or restated only by

the Board of Directors or by a majority vote of the

outstanding shares eligible to vote at any Annual

Meeting of shareholders, or at any special meeting of

shareholders called for that purpose. (Bylaws, Article

VII, Amendments; and Alaska Statute 10.06.228).

This means that in order to pass, the resolution must

have the affirmative vote of a majority of all of the

outstanding voting shares of the Corporation. As

of the record date on April 24 for the 2012 annual

meeting, there were 1,967,239 outstanding shares

of voting stock; therefore, the resolution requires

983,620 Yes or affirmative shares voted in order to

pass. The Bylaw may be amended or repealed by a

vote of the outstanding shares, or by the Board of

Directors.

» The Sealaska shareholders sponsoring this

proposed amendment recommend a Yes vote,

in favor of the Term Limits resolution.

» The Sealaska Board of Directors recommends a No vote, against the Term Limits resolution.

Term Limits Resolution

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RESOLUTION ON THE PROXYThe following language will appear on the Sealaska proxy for the 2012 Annual Meeting of shareholders:

RECOMMENDATIONThe board recommends a NO vote for the resolution:

r Yes r No

» A “Yes” vote is in favor of adopting the resolution to amend the Bylaws.

» A “No” vote is against the resolution, and the language of Bylaw Section 3.1 would remain as is.

FOR

» Term limits allow for a higher number of

shareholders to serve on Sealaska’s Board of

Directors.

» New directors will bring new perspectives,

ideas, and skills to Sealaska.

» There will be a guaranteed rotation of new

shareholders serving as directors.

» Other elective offices, such as that of the

president of the United States, have term limits

in place.

AGAINST

» Sealaska would lose 8 out of 13 directors in

the next 3 years, rapidly eliminating valuable

institutional knowledge and experience.

» Sealaska’s partners and customers seek

stability in the board as a basis for doing

business, which is undermined by the frequent

departure of experienced directors.

» Shareholders should have the freedom to

vote for whomever they support, without the

artificial constraints of term limits.

» Turnover on the Sealaska board occurs without

term limits.

INFORMATION TO CONSIDER FOR AND AGAINST THE RESOLUTION

Vote on resolution: How Many Votes Do you HaVe? For voting on resolutions, you have the same number

votes as the number of voting shares you own. The number of voting shares you own is printed in the upper right of this

proxy card.

The following resolution has been submitted for a vote of the shareholders. This resolution is described in more detail in

the Proxy Statement that was sent to each voting shareholder.

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

If your proxy is signed and you do not mark “Yes” or “No” on this resolution, your votes will be counted as a Quorum Only

vote on this resolution.

shareholder resolution:

terM liMits For tHe BoarD oF DireCtorsShall Sealaska Corporation amend Bylaw Section 3.1 to establish term limits for Directors of four

complete three-year terms, with permanent ineligibility thereafter?

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

Sealaska Corporation.

The Board of Directors recommends a “no” vote.

r Yes r No

sign tHis proxy anD Mail it in tHe enCloseD prepaiD enVelope to:

Independent Inspectors of Election & Voting Elgee Rehfeld Mertz, CPAs 9309 Glacier Highway, Suite B200 Juneau, AK 99801

or Fax to: 1.866.433.8063 if you fax your proxy, be sure to fax BotH sides. if you fax your proxy, you do not need to mail it.

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Shareholder Name: Shareholder ID#: Voting Shares:

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PROPONENT’S STATEMENT IN FAVOR OF THE TERM LIMITS RESOLUTION

A Measure to Reform Board Membership: Vote Yes

My beliefs are the pursuit of term limits is important because Sealaska directors designed and engage in an

election system for their personal use where only a few people get wealthy. I believe in our situation where the

sale of stock is prohibited and that a small group has controlled the majority of shareholders for the past 40

years and term limits would put an end to this practice.

The Sealaska Corporate By-laws state that a board member will serve a term of three-years and there is NO

limit on the terms that any member may serve. With your permission, approval of this resolution would limit

any given Sealaska shareholder to four (4) three-year terms on the board.

According to professor David F. Larcker of the Stanford University Graduate School of Business(a), the average

number of years served on a corporation board in the US is seven (7) years with a mandatory retirement

age of 72. These are American corporations exempt or non-exempt of the Federal Securities Act including

corporations similar in size to Sealaska Corporation.

The average years of service for the current Sealaska board is 15.8 years, which comprises 5 terms.

» Term limits will affirm to shareholders that there will be a guaranteed rotation of different directors but

allows Sealaska the ability to plan for new members and insure smooth transitions in leadership.

» New board members will bring new perspectives, ideas, and skills to Sealaska, allowing the corporation

to stay flexible in a constantly changing business environment.

» Term limits provide board members an incentive to make a difference timely and efficiently when they

know their board membership time is capped.

» I believe term limits will provide shareholder balance by curbing an annual 29% Sealaska Corporation

election advantage for directors, which I believe discretionary voting creates; percentages as reported by

the 2009 Juneau Empire.

» Many shareholders who vote “Yes” share the opinion that term limits affirms their belief that fairness in

board membership has been achieved.

» As resolution proponent for term limits I believe the Sealaska director amended election by-laws

designed an unfair and unspoken second-class system amongst shareholders because of the lack of board

representation for many shareholders.

» There is a lack of natural rotation of Sealaska directors after decades and decades of the same directors.

These are my observations after scores of Sealaska elections.

I believe in a healthy Sealaska Corporation and a more fully represented shareholder, this includes you, term

limits is worth your support. Directors are important, love them as we do, but not the same ones for a lifetime.

Thank you for voting yes.

Michael Lee Beasley

Proponent

(a) Stanford University, Graduate School of Business, Professor D.F. Larcker, copyright 2011

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SEALASKA BOARD OF DIRECTORS’ POSITION STATEMENT IN OPPOSITION TO THE TERM LIMITS RESOLUTION

The Sealaska Board of Directors encourages healthy, respectful discussions around issues that matter to

shareholders. The Board respects and appreciates shareholders who engage in the election process, and

supports the right of shareholders to submit petitions for consideration.

After careful consideration, the Board of Directors opposes the proposed shareholder resolution on Term

Limits as written.

There are many reasons the Board is asking for a NO vote on this resolution:

» Shareholders have every right to elect whomever they support to the Board of Directors. There are

existing voting procedures for shareholders to vote freely for the candidates of their choice. Term

Limits impose artificial limits on candidates who might otherwise continue to receive the support of

shareholders.

» Turnover on the Board does occur naturally, and term limits seek to address a problem that doesn’t exist.

There have been 6 new members in the past ten years, which is 46% turnover.

» If the Term Limit resolution is adopted, the Sealaska Board would lose 8 Directors over the next

three years, with a complete turnover of the Board in the next ten years. This is a significant loss of

institutional experience and knowledge which damages the credibility and stability of the Corporation.

» This resolution is too restrictive and would severely limit the Corporation’s ability to develop an

experienced Board. Sealaska’s partners and financial institutions rely on the expertise and consistency

of the Board of Directors to conduct business.

» The condition of permanent ineligibility following a maximum term is too severe, as it effectively

disenfranchises otherwise qualified candidates.

» There is no other ANCSA Regional Corporation that has term limits for their board of directors. Other

Regional Corporations recognize the right of free choice among shareholders and understand the need for

stability and experienced Directors.

» One of our core Native values is Haa Shagóon, representing respect for the past, present, and future.

We respect the deep knowledge held by the Elders on the Board, and the wisdom they share with

younger Directors.

Sealaska strongly encourages shareholders to vote NO on this resolution.

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Discretionary Voting

If you check this box, whether voting online or on

your paper proxy, your votes will be used to elect as

many nominees as possible among those endorsed

by the Board of Directors. Your votes can be

distributed only among the five Board of Directors’

nominees listed on the proxy. As its name implies,

discretionary voting gives Sealaska Corporation’s

proxy holders maximum flexibility for purposes

of electing the greatest possible number of Board-

endorsed nominees. It also allows Sealaska to vote

your shares on other matters that may properly

come before the annual meeting. Discretionary voting does not apply to the resolution. Vote Yes or No on the resolution. If your proxy is marked

Discretionary and you do not mark Yes or No on the

resolution, your vote will be counted as Quorum Only on

any unmarked resolution.

Examples of matters that may properly come before

the annual meeting include, but are not limited to:

» Procedural motions, such as changes in the

agenda;

» Advisory matters affecting the conduct of the

meeting;

» Motions directed by rulings of the chair;

» Other matters that arise too late to be placed

on the formal meeting notice.

Examples of matters that would not be proper for

voting at the meeting include, but are not limited to:

» Motions from the floor on substantive matters

that could have been included in the Notice of

Meeting;

» Motions that are not appropriate for

shareholder action under Alaska Law;

» Matters that have already been voted on;

» Matters that are within the discretion of the

Chair of the Board of Directors, and not proper

for a shareholder vote;

» Matters that have been ruled out of order.

If you want the Corporation to be able to vote for

the election of as many of the Board nominees as

possible, you should vote discretionary.

In the event that Sealaska does not have enough

votes to elect all five of its nominees, each Board

endorsed nominee has agreed that the proxy holders

may cast the Corporation’s discretionary votes for

the remaining nominees in order to elect as many

as possible. Only under discretionary voting will the

Corporation’s proxy holders be able to assign your

votes to different nominees on the Board slate if a

nominee withdraws.

Shareholders who do not wish to give discretion to

the Sealaska Corporation proxy holders can vote

directed, as described below. Independent nominees

(those not endorsed by the Board of Directors) may

use discretionary voting if they provide a separate

proxy. However, independent nominees appearing on

Sealaska’s proxy do not receive discretionary votes.

Withholding Votes: If you vote discretionary, you

may withhold votes for one or more Board nominees

by crossing out or drawing a line through their name

where it is printed on the proxy. If you do this, none

of your votes will be cast for the person you crossed

out.

You have a choice of ways to vote your proxy. Please read the following information closely to help you complete your proxy to your choosing.

Voting for Directors

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Directed Voting

» Check this box, whether voting online or on

your paper proxy, if you want to vote your

shares for one or more specific nominees. If

you choose to vote directed, the Corporation’s

proxy provides several options:

» You can direct specific numbers of votes to one

or more of the listed nominees on the Board of

Directors’ slate.

» You can direct votes to one or more of the

independent nominees.

» You can direct votes to any other combination

of nominees listed or written in on the proxy.

In 2012, the distribution of votes under any of the

above options is limited to a maximum of five (5)

nominees. If you want your votes cast only for

certain nominees and no others, you should vote

directed.

Under directed voting, votes cast for any nominee

who later withdraws continue to be counted as votes

for that nominee. This applies to Sealaska’s proxy

and for any independent proxy. No directed votes

will be redirected to any other nominee.

Be sure to vote Yes or No on the resolution. If your

proxy is marked Directed and you do not mark Yes or No on

the resolution, your vote will be counted as Quorum Only

on any unmarked resolution.

Quorum-Only VotingIf you check this box, no nominee will receive your

votes. Your votes will not be counted toward any

shareholder resolution on the proxy. This may be

done if you want to withhold your votes. Your votes will only be counted toward obtaining a quorum for Sealaska to conduct annual meeting business.

Proxy Signed But No Box CheckedSometimes, shareholders sign their proxy but do

not indicate how their shares should be voted. If

that happens, the proxy will be voted for the Board

nominees, just as if the discretionary voting box

had been checked. If your proxy is signed but you do not

mark Yes or No on the resolution, your vote will be counted

as Quorum Only on any unmarked resolution.

Revocation of ProxyYou can change your vote by submitting a new proxy

any time before the deadline. The latest dated proxy

is the one that will be counted if you submit more

than one. Your earlier proxy will be revoked if you

attend, register and vote in person at the annual

meeting, or if you file a later-dated proxy with the

Independent Inspectors of Election before 5:00 p.m.

Alaska Daylight Time on Thursday, June 21, 2012.

Only one proxy counts for voting incentive or prize

drawings.

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BARBARA CADIENTE-NELSONIn 2009, when elected to the

Board of Sealaska, I signed an

oath “to serve each shareholder

to the best of my ability and to

conduct myself in good faith, exercising due care

and judgment exclusively for the best interests

of the Corporation and its shareholders”. I am

committed in fulfilling our expectations of ANCSA

as a vehicle for social and economic justice. I hold

myself accountable in support of our “Landless”,

our Veterans, our Elders, and to stimulate economic

development in our communities. These priorities--

these values--remain at the forefront of my decision

making when assessing each business opportunity

for its potential to generate long-term shareholder

value with the highest degree of integrity. I

respectfully ask for your support in my election to

the Board of Directors that I may continue to strive

toward making our land settlement meaningful for

all shareholders and for our descendants.

AGE: 58

ADDRESS: 1625 Fritz Cove Road, Juneau, AK, 99801

PRINCIPAL OCCUPATION: Vice President of F/V Star

of the Sea, Inc and the K-12 Native Education Grants

Administrator for the Juneau School District

EDUCATION: Bachelor of Arts in Communication from

Western Illinois University, Master of Arts in teaching,

secondary education, and Language Arts teaching

certificate

AFFILIATIONS: Barbara has been a member of the

Sealaska Board of Directors since 2009. She is a member

of the Audit Committee and Finance Committee, and is

a director of Haa Aaní, LLC. Barbara is a board member

and officer of the Douglas Indian Association, a member

of Alaska Native Sisterhood Camp 2, a Secular Carmelite,

and serves on the Juneau School District Equity

Committee.

Learn more about Barbara on Facebook at Sealaska Board.

ALBERT KOOKESHI have always been a strong

advocate of Alaska Native rights

and privileges. I still live in my

village of Angoon where my

wife Sally and I raised our five

children. I am proud that we opened the door for

those children born after 1971 and that we voted to

give extra shares to elders. We are in the middle of

a battle to get our final land entitlement and have

made great progress with the board, the staff and

officers working together, we will get this done. I

have committed most of my life to Sealaska and

continue to want to move our corporation forward.

We have made great progress with SHI, better

dividends, Celebration, scholarships, a new SHI

Walter Soboleff building but we need to continue our

work. I am asking you for your support and I pledge

continued dedicated progress.

AGE: 63

ADDRESS: PO Box 91, Angoon, AK 99820

PRINCIPAL OCCUPATION: Senator, District C, Alaska

State Legislature, and owner and operator of Kootznahoo

Inlet Lodge

EDUCATION: Mt. Edgecumbe High School, Bachelor of

Arts in history from Alaska Methodist University, and

Juris Doctorate from the University of Washington

AFFILIATIONS: Albert has been a member of the

Sealaska Board of Directors since 1976. His daughter,

Jaeleen Araujo, is an officer of Sealaska and serves as

Vice President and General Counsel. Albert is the Board

Chair and ex-officio member of all committees, serves

as a director for Sealaska Timber Corporation, Sealaska

Global Logistics, LLC, and Haa Aaní, LLC. He also serves

as vice chair on the Elders’ Settlement Trust board of

trustees. Albert is co-chair of the Alaska Federation of

Natives, a member of the Alaska Native Brotherhood

Grand Camp executive committee, and a director of First

Alaskan’s Institute.

Learn more about Albert on Facebook at Sealaska Board.

Endorsed Board Slate Nominees

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TATE LONDONAs a board member, I have

sought to strengthen Sealaska

and its commitment to providing

economic, cultural and social

benefits for our current and

future shareholders. Although the financial growth

and performance of our company remains of

paramount importance, we must never lose sight

of the fact that we are a Native company that is

owned and operated on behalf of our tribal member

shareholders. There remains much work to do as

we strive to replace declining timber revenues,

but Sealaska’s future is bright. We will continue

to lobby for passage of Haa Aaní, our lands bill.

Conveyance of our remaining land entitlement will

help protect jobs in Southeast Alaska and preserve

conservation areas. While our business operations

have expanded globally, we have also sought to

foster economic development in our villages through

Haa Aaní, LLC. Finally, I am proud of the work

Sealaska Heritage Institute has done to perpetuate

our culture, and I look forward to the construction

of the Dr. Walter Soboleff Native Cultural Center. It

has been a privilege and a great honor to serve you.

I respectfully request your support so that I may

continue to represent your interests.

AGE: 49

ADDRESS: 15301 101st Place NE, Bothell, WA 98011

PRINCIPAL OCCUPATION: Assistant United States

Attorney for the Western District of Washington

EDUCATION: Bachelor of Arts in political science from

Stanford University, and Juris Doctorate from Stanford

University

AFFILIATIONS: Tate has been a member of the Sealaska

Board of Directors since 2005. He is a member of the

Audit Committee, Compensation Committee, and

Nominations Committee and is chair of the Governance

sub-committee. He serves on the Elders’ Settlement

Trust board of trustees, and is a director of Haa Aaní,

LLC. Tate is also the tribal liaison to the United States

Attorney’s Office, is a member of the Washington State

and American Bar Associations, and Washington Tlingit

& Haida, and is an elected Tlingit & Haida delegate.

Learn more about Tate on Facebook at Sealaska Board.

JOE NELSONI believe Sealaska should be

setting the gold standard for

smart business and profitability.

Today our business operations

are working hard, but struggling

to maintain consistent performance in this difficult

economy. We are fortunate that the ANCSA 7(i) fund

and the permanent fund are doing exactly what they

were designed to do – provide income from ANCSA

assets and a diverse portfolio of investments. Going

forward we must avoid groupthink and become

a leader in businesses that diversify our revenue

stream, mesh with our core values and stabilize

our village economies. In order to get there we

must put a lot more emphasis on creating value,

driving innovation and maintaining discipline based

on our enduring Native values. As your youngest

board member I am committed to helping build a

diverse and responsible Native company that you

and your grandchildren will be proud to call your

own. I believe we have a bright future as healthy and

determined Alaska Native people. I appreciate your

feedback and your vote in this election. Gunalchéesh

yá haa t’éit’ yeeynaagí - Thank you for your support.

AGE: 41

ADDRESS: P.O. Box 20123, Juneau, AK 99802

PRINCIPAL OCCUPATION: Dean of Enrollment

Management at the University of Alaska Southeast

EDUCATION: Bachelor of Arts in political science and

a Master of Arts in American Indian studies from the

University of California Los Angeles, and Juris Doctorate

from Loyola Law School

AFFILIATIONS: Joe has been a member of the Sealaska

Board of Directors since 2003. He serves as chair of

the Finance Committee, and on the Compensation

Committee, Lands Committee and Shareholder Relations

Committee. Joe is a director of Sealaska Environmental

Services, LLC and Haa Aaní, LLC. He is also a Trustee for

Sealaska Heritage Institute, a director of Yak-tat Kwaan,

Inc., a member of the Alaska Committee, and a member

of the Alaska Bar Association.

Learn more about Joe on Facebook at Sealaska Board.

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BILL THOMASIt is my privilege to serve

and represent the Sealaska

shareholders on the Board of

Directors and would appreciate

your continued support. I have

spent four years on the Board and am still learning

at every meeting what efforts have been taken

and what additional measures we need to take to

be successful in the world economy. As Sealaska

continues to diversify its holdings, the knowledge

and expertise of the board play a central role in

the review of each operation and acquisition. As

we enter a new era with our land exchange and

continued diversification we need Board stability. We

as shareholders come from all over and need to rely

on the experience that this Board brings. In addition

to my service in the Alaska State Legislature as

the Co-chair of the House Finance Committee, I

continue to fish commercially. I still live in Haines

and have been married to my wife Joyce for 34 years.

I have dedicated my life to public service, and I ask

again for your support in my re-election.

AGE: 64

ADDRESS: P.O. Box 942, Haines, AK, 99827,

PRINCIPAL OCCUPATION: Representative, House District

5, Alaska State Legislature and commercial fisherman

EDUCATION: Graduated from Haines High School and

attended the University of Alaska

AFFILIATIONS: Bill has been a member of the Sealaska

Board of Directors since 2009 and serves on the Audit

Committee, Shareholder Relations Committee and

Nominations Committee, and as a director for Haa Aaní,

LLC. Bill is a Vietnam Veteran serving in country in

1968, a member of the Tlingit & Haida Indian Tribes of

Alaska, the Chilkoot Indian Association, Alaska Native

Brotherhood, the Southeast Alaska Fisherman’s

Alliance, and is a lifetime member of the United

Fishermen of Alaska and the American Legion.

Learn more about Bill on Facebook at Sealaska Board.

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continuing directors

Patrick Anderson, age 58, 8919 Honeysuckle Street #A, Anchorage, AK 99502, is the Executive Director of Chugachmiut, Inc. Patrick has been a member of the Sealaska Board of Directors since 1989. He is a member of the Finance Committee, Audit Committee, and Compensation Committee. Patrick is a director of Kánaak Corporation, Nypro Kánaak Alabama, Nypro Kánaak Guadalajara, Nypro Kánaak Iowa, Sealaska Environmental Services, LLC, and Haa Aaní, LLC. Patrick also serves as Parliamentarian for the National Congress of American Indians and the Alaska Federation of Natives, as a commissioner on the Alaska Rural Justice and Law Enforcement Commission, as a member of the Alaska Native Justice Center, and serves on the Alaska Native Health Board. His term ends in 2013.

Sidney Edenshaw, age 48, P.O. Box 392, Hydaburg, AK 99922, is the Walking Boss Dispatch for Southeast Stevedoring Corporation, and a commercial fisherman and owner of seine boat F/V Jerilyn. Sid has been a member of the Sealaska Board of Directors since 2005. He serves on the Shareholder Relations Committee, Nominations Committee, and the Lands Committee, as well as a director of Sealaska Timber Corporation, Sealaska Global Logistics, LLC and Haa Aaní, LLC. Sid is a member of the Hydaburg ANB Camp 6, is the president of Hydaburg Cooperative Association and is president of the tribe’s non-profit foundation XKKF. His term ends in 2013.

Clarence Jackson, Sr., age 77, PO Box 200, Kake, AK 99830, is a commercial fisherman. Clarence has been a member of the Sealaska Board of Directors since 1972. He serves as a member of the Shareholder Relations Committee, Nominations Committee and Lands Committee. Clarence also serves as a director of Sealaska Timber Corporation, Sealaska Global Logistics, LLC, Synergy Systems, Inc., Olympic Fabrication, LLC,

and Haa Aaní, LLC. Clarence is a trustee of the Sealaska Heritage Institute and serves as chair of the Institute’s Council of Traditional Scholars. His term ends in 2013.

Jacqueline Johnson Pata, age 56, 10242 Dale Drive, Fairfax, VA 22030, is the Executive Director of the National Congress of American Indians. Jackie has been a member of the Sealaska Board of Directors since 1999. She is the chair of the Compensation Committee and Nominations Committee, and serves on the Finance Committee, Governance sub-committee, and Lands Committee. She is a director of Managed Business Solutions, LLC, Sealaska Environmental Services, LLC, Sealaska Constructors, LLC, Kingston Environmental Services, and Haa Aaní, LLC. She is chair of the Elders’ Settlement Trust board of trustees. Jackie serves on the board of the Leadership Conference on Civil Rights, on the Native American National Advisory Committee for the Boys and Girls Clubs of America, on the board of the National Museum of the American Indian, and the Executive Board for the George Gustave Heye Center of the National Museum of the American Indian. Her term ends in 2013.

Byron Mallott, age 69, 102 Cordova Street, Juneau, AK 99801, is a retiree with ongoing involvement in Native American and business interests. He has served on the Sealaska Board of Directors during two periods, from 1972-1989 and then from 1999 to the present. He has served as Chair of the Sealaska Board and was President & CEO from 1982 to 1992. Byron serves as the chair of the Haa Aaní Executive Committee, on the Audit Committee, the Lands Committee, and the Governance sub-committee. He serves as a director of Sealaska Timber Corporation, Sealaska Global Logistics, LLC, Sealaska Environmental Services, LLC and Haa Aaní, LLC. He is also a board member of Yak-tat Kwaan, Inc., Native American Bank, and Alaska Air Group, parent company of Alaska and Horizon

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Airlines. He is a trustee and senior fellow of the First Alaskans Institute. He is also a trustee of the Smithsonian’s National Museum of the American Indian and a board member of the Polynesian Voyaging Society in Hawaii. His son, Anthony Mallott, is an officer of Sealaska and serves as Treasurer and Chief Investment Officer. Byron’s term ends in 2014.

Jodi Mitchell, age 48, 4938 Wren Drive, Juneau, AK 99801, is the Chief Executive Officer and General Manager of the Inside Passage Electric Cooperative. Jodi has been a member of the Sealaska Board of Directors since 2006. She serves as chair of the Audit Committee, and on the Compensation Committee, Nominations Committee, Governance sub-committee, and Finance Committee. She also serves as a director of Synergy Systems, Inc., Olympic Fabrication, LLC, Kingston Environmental Services, Sealaska Constructors, LLC, and Haa Aaní, LLC. Jodi is a member of the Institute of Certified Management Accountants, former chair and trustee of the Kootznoowoo Permanent Fund Settlement Trust, a director of the Kwaan Electric Transmission Intertie Cooperative, a member of Governor Parnell’s Renewable Energy Fund Advisory Committee, and a member of the Energy Committee for Southeast Conference. Her term ends in 2013.

Edward Thomas, age 70, 3540 Meander Way, Juneau, AK 99801, is the President of the Central Council of Tlingit & Haida Indian Tribes of Alaska. Ed has been a member of the Sealaska Board of Directors since 1993 and serves on the Finance Committee and the Lands Committee. He serves as the board chair of Sealaska Timber Corporation, as a director of Sealaska Global Logistics, LLC, Managed Business Solutions, LLC, Synergy Systems, Inc. and Haa Aaní, LLC. Ed is a member of the Alaska Federation of Natives Human Resources Committee and is an alternate member of the National Tribal Interior Budget Council. His term ends in 2014.

Rosita Worl, age 75, 9048 Ninnis Drive, Juneau, AK 99801, is the President of Sealaska Heritage Institute. Sealaska Heritage Institute received financial support from Sealaska in excess of $20,000 in 2011. Rosita has been a member of the Sealaska Board of Directors since 1987. She is currently Vice Chair of the Board, and serves as chair of the Shareholder Relations Committee and the Lands Committee. She also serves as the director of Kánaak Corporation, Nypro Kánaak Alabama, Nypro Kánaak Guadalajara, Nypro Kánaak Iowa, and Haa Aaní, LLC. Rosita serves as the Native American Graves and Protection Act Review Committee chair, and on the boards of the Indigenous Language Institute and the Alaska Federation of Natives. Her term ends in 2014.

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Raymond AustinI am a candidate for an independent Sealaska Board of Directors. I ask for your support by voting for me as your independent candidate of choice by voting directed and

supporting the resolution for Term Limits.

I believe I am qualified to represent shareholders. I earned a Bachelor of Science degree in Management Information Systems from Bellevue University. Throughout my 30 year career, I’ve worked with Information Technology and have worked hard as an analytical thinker. I can deploy my skills in planning, monitoring finance and budget of business-thresholds. I believe that “Our Youth are our Future” and want to see increased funds in education and Sealaska’s businesses need to create more employment opportunities for shareholder hire. I want more shareholder involvement in the Sealaska scholarship programs and Sealaska Heritage Institute. It is time for shareholders to manage these programs and separate the Sealaska Board from program committees and management. The role of Sealaska in these programs is to function as a “silent partner” and a funding source. Sealaska Board’s sole focus should only be on Sealaska business ventures. Please read my notes-section in my Facebook webpage, Kindeshaun Tinghaatah and my other FB website called Sealaska Shareholders.

Ray Austin, kindeshaun@gci.net , 505-659-7556

AGE: 60

ADDRESS: 10901 Argonite Drive NW, Albuquerque, NM

87114

PRINCIPAL OCCUPATION: Supervisory Information

Technology Specialist

EDUCATION: Bachelor of Science in Management

Information Systems from Bellevue University

AFFILIATIONS: none provided

William MicklinMy name is Will Micklin. My Tlingit name is ‘Yaan Yaan Eesh’, Shangukeidi (Wolf tribe), Teikweidi, Kaats Hit, Tantakwaan (Tongass Tribe), Gusik’kwaan yadi, Ganax.adi

duchxaan. I am Chief Executive Officer for the Ewiiaapaayp Band of Kumeyaay Indians since 1995, and the last 4 years Executive Director of the state-wide non-profit inter-tribal association representing California tribes. I have served the Central Council of Tlingit & Haida Indian Tribes as 1st Vice President for the 2012-2012 term and 5th VP for the 2008-2010 term, and Delegate since 1994. I am appointed to the Office of Indian Energy Indian Country Energy Committee and the IRS Advisory Committee for Indian Tribal Governments, and am co-chair of the Tribal Self Governance Title IV Amendment Task Force. Previously I founded Native American Investments, Inc. I believe in the economic potential for renewable energy markets and biomass fuels in SE Alaska and globally, the mutual benefit of business venture opportunities between Sealaska and Central Council, and in cooperating with SE Alaska villages for the protection and preservation of sacred sites and objects for clan possession. I ask you to direct your votes to me. Please see my Facebook and my profile at www.linkedin.com. Gunalcheesh and Howah.

AGE: 54

ADDRESS: PO Box 1855, Alpine, CA 91903

PRINCIPAL OCCUPATION: CEO, Ewiiaapaayp Band of

Kumeyaay Indians

EDUCATION: BA, English Literature, University of

Washington, 1981

AFFILIATIONS: ANB Camp #14, National Congress of

American Indians (lifetime member), Native American

Finance Officers Association

Independent Nominees

THE INDEPENDENT NOMINEES ARE NOT ENDORSED BY SEALASKA, NOR HAS THE INFORMATION PROVIDED BY EACH INDEPENDENT CANDIDATE BEEN CONFIRMED BY SEALASKA.

Edward Sarabia, Jr.I am Tlingit. I was wary of Sealaska Corporation and its Board members when it started in the early 1970s. My view

has changed since then. I believe in Sealaska. I am very worried about our nation’s and Alaska’s economy. I believe Sealaska can help Southeast Alaska and Alaska’s economy. Sealaska Corporation has survived over 40 years of Alaska’s up and down economy. Sealaska lived through the loss of canneries in Southeast Alaska, the construction of the oil pipeline and oil’s steep drop in its price during the early 1980s. Other Native Alaska corporations have folded but Sealaska continues to operate. Sealaska is our Native face to non-Natives. I believe I can help Sealaska thrive into the 21st century with my 29 years of experience in my job as Indian Affairs Coordinator. I believe we shareholders can keep Sealaska strong and continue to have a positive, expanding, financially secure Sealaska. I am Woodworm family. I am Raven. I am Tlingit. Please vote for me.

AGE: 63

ADDRESS: 206 Great Pond Road, South Glastonbury, CT

06073-3102

PRINCIPAL OCCUPATION: (American) Indian Affairs

Coordinator

EDUCATION: Bachelor of Arts from Seattle University,

1975.

AFFILIATIONS: Board of Trustees, Institute for American

Studies

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Sealaska Corporation Financial Performance & Compensation

Compensation CommitteeThe Compensation Committee recommends

employee compensation policies and officer

compensation performance measures (both

annual and long-term) to the Board of Directors.

The Board of Directors approves the Corporation’s

compensation objectives, policies and programs;

the CEO’s and other officers’ base salary and at-risk

performance based compensation; and evaluates the

CEO’s performance.

Executive Performance Plan SummaryThe Board uses independent compensation

consultants to assist the Committee in developing

the performance-based executive compensation

plan. Working with these consultants, the

Committee recommends the total compensation

plan after review of national independent labor

market studies of compensation levels paid by

comparable companies and for officers with

equivalent responsibilities, including ANCSA

Regional Corporations.

Sealaska adopts an executive performance plan

that includes a base salary component, plus

annual and long-term at-risk performance-based

compensation. Base salary ranges were established

utilizing the median salary levels of comparable

organizations, reflecting the middle of the

competitive market. The at-risk performance-based

compensation is linked to achieving predetermined

performance goals and is paid only if those goals

are attained or exceeded, up to a maximum capped

amount. The performances against targets are

confirmed by independent auditors.

Objectives of the Executive Performance PlanThe Compensation Committee seeks to ensure that

the Corporation’s compensation plan:

» Aligns the economic interests of management

with those of Sealaska shareholders;

» Achieves the Corporation’s mission, strategic

objectives and goals;

» Integrates and balances both short and long-

term goals into management’s performance;

» Links at-risk performance-based compensation

to achieving predetermined performance goals;

and

» Provides competitive compensation to attract

and retain highly qualified executives.

Executive Performance Plan Components » Base Salary Component- Base salary ranges

were established utilizing the median salary

levels of comparable organizations, reflecting

the middle of the competitive market.

» Annual At-Risk Performance-Based Component- Annual performance-based

compensation for executives is based on

levels for similar sized companies and on

the officers’ position within the Corporation,

individual contribution, and attaining pre-

determined annual performance goals of the

Corporation. Failure to achieve goals results in

the loss of part or all of the at-risk performance

compensation.

Sealaska Corporation is committed to providing f inancial reporting that is clear and understandable . Please refer to the 2011 annual report for detailed f inancial information.

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Sealaska Corporation Financial Performance & Compensation » Long-Term At-Risk Performance-Based

Component- Long-term performance-based

compensation for executives is based on levels

for similar sized companies and upon attaining

predetermined multi-year performance goals of

the Corporation. The Sealaska long-term award

program is for key executives who influence

long-term company performance. Failure to

achieve goals results in the loss of part or all of

the at-risk performance compensation.

Annual Performance MeasuresAnnually the Board of Directors establishes

quantifiable measures from which to evaluate

management performance. Measures can change

from year to year based on the organization’s goals

and objectives. A short-term plan is not paid unless

management meets or exceeds minimum, preset

performance measures. Further, the short-term

award is capped at a preset maximum payment

even though actual results may significantly exceed

expected performance. Any award between the

minimum and the maximum is prorated to actual

performance.

The 2011 short-term award for all officers was

calculated based on achievements in three

Board approved pre-defined measures: Measure

1: Modified Earnings Before Interest, Taxes,

Depreciation and Amortization (Modified EBITDA)

defined as Consolidated Year over Year Growth in

EBITDA earnings less any estimated bonus cost

accruals, 7(i) revenues received from other regional

corporations, and the earnings of the Permanent

Fund. The minimum threshold for this measure in

2011 was $5,823,513. The actual modified EBITDA

performance did not meet the minimum threshold,

and no short-term compensation was paid for that

measure. Measure 2: Marjorie V. Young Shareholder

Permanent Fund (MVYSPF) was to exceed 50 basis

points above indices. The MVYSPF performance

did not exceed 50 basis points above indices, and

no short-term compensation was paid for that

measure. Measure 3: Short-Term agreed upon Special

Priorities. Compensation for agreed upon Special

Priorities was paid.

Long-Term Performance MeasuresThe Board of Directors also establishes the long-

term performance measures for three year

performance periods. The purpose of long-term

performance measures is to direct management

focus on achieving a balance between long-term

strategic goals and short-term goals. A long-term

plan is not paid unless management meets or

exceeds minimum, preset performance measures.

Further, the long-term award is capped at a preset

maximum payment even though actual results may

significantly exceed expected performance. Any

award between the minimum and the maximum is

prorated to actual performance.

The 2009-2011 long-term performance measure was

Growth in Sealaska’s Shareholders Equity over 3

years with a minimum threshold for this measure of

$250,261,075. Sealaska achieved Shareholders Equity

of $262,099,190 over the 3 year period and long term

compensation was paid.

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Summary of Compensation

Sealaska’s Board of Directors’ policy is that compensation reporting methodology provides financial reporting

transparency by aligning all compensation summaries to the year in which the compensation was earned. The

proxy compensation report shows both the base salary actually paid in the year and the at-risk performance

compensation earned in the year but paid in the following year. The payment delay for at-risk performance

compensation occurs because the payment cannot be made until the final audited numbers are approved by

the Board of Directors, which occurs in the following year.

The following table provides information on the five most highly compensated officers of Sealaska Corporation

and its subsidiaries for the year ended December 31, 2011. All compensation was paid in 2011 except the at-risk

performance compensation, which was paid upon completion of the independent audit in 2012.

Base and Other Paid in 2011, and At-Risk Compensation Earned in 2011 And Paid in 2012

Name & Principal Position

2011 Base Salary

2011 Annual At-Risk

Performance (a)

Long-Term At-Risk Performance Compensation Earned in 2009, 2010

and 2011 And Paid in 2012 (b) 401(k) Compensation

(c)

All Other Compensation

(d) Total2009 2010 2011

a. At-risk performance compensation will be paid during the year ended December 31, 2012 for corporation performance in the year ended December 31, 2011 under Sealaska’s executive performance plan. The short-term award is paid only when performance thresholds are met or exceeded.

b. The long-term award is paid only when the three year cumulative performance threshold is met or exceeded. Awards are adjusted when an executive enters or exits a plan on a pro-rated basis.

c. Sealaska and its wholly owned subsidiaries maintain a 401(k) plan. The Corporation’s contribution is based on up to 6 percent of all eligible employees’ annual salary expense. The corporation also matches on a dollar-for-dollar basis the first 4 percent of the employees’ contribution.

d. All Other Compensation includes group life and health insurance premiums.

Chris McNeil, Jr.President & CEOSealaska Corporation

Sam LandolChief Operating OfficerSealaska Corporation

Richard HarrisExecutive Vice PresidentSealaska Corporation

Doug MorrisVice President & CFOSealaska Corporation

Russell DickPresident & CEOHaa Aaní, LLC

350,000

250,000

240,000

217,500

185,000

40,250

26,450

26,938

24,412

88,800

49,000

28,000

26,880

19,040

5,075

49,000

28,000

26,880

22,416

13,356

49,000

28,000

26,880

24,360

15,540

24,500

24,500

24,500

24,500

24,500

2,772

2,772

2,772

690

270

$ 564,522

$ 387,722

$ 374,850

$ 332,918

$ 332,541

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Total compensation for all 47 officers and directors of Sealaska Corporation and 16 subsidiaries for the year

ended December 31, 2011 was $7,691,420. The Members of the Board of Directors receive a fee of $2,000 per

month; the Chair of the Board receives an additional $2,500 per month. In addition, each director received $750

for each day of formal board, subsidiary, committee meetings or specified events in the corporate interest he

or she attended, or $500 if they attended only via telephone. A fee of $250 was paid for any meeting called as

an informal teleconference. When there are multiple meetings on the same day, only a single meeting fee is

paid. Each director also received the value of a health insurance benefit of $624.71 per month. In June 2009,

the Sealaska Board of Directors authorized and appointed the first Board Youth Advisor. The Youth Advisor

received a fee of $200 per meeting and an educational scholarship of $2,500 upon conclusion of his or her one

year term.

Board Committees and MeetingsThe Board of Directors currently has standing Audit, Compensation, Finance, Nominations, and Shareholder

Relations committees. Ad hoc committees such as the Lands Committee and Haa Aaní, LLC Executive

Committee are called as needed. Each of the standing committees has a written charter. The members of the

standing committees are identified in the following table.

Director Audit Compensation Finance Nominations Shareholder Lands Haa Aaní, LLC

Anderson, Patrick X X X

Cadiente-Nelson, Barbara

X X

Edenshaw, Sidney X X X

Jackson, Clarence X X X X

Johnson Pata, Jacqueline CHAir X CHAir X

Kookesh, Albert1

X X X X X X X

London, J. Tate X X

Mallott, Byron X X X CHAir

Mitchell, Jodi CHAir X X X X

Nelson, Joseph X CHAir X X

Thomas, Edward X X X

Thomas, William “Bill” X X X

Worl, Rosita CHAir CHAir

1Albert Kookesh, Board Chair, is ex officio on all committees

The Board of Directors held 15 meetings in the year ending December 31, 2011. Each director attended at least 75% of all board and applicable committee meetings during 2011.

Director and Officer Compensation

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Standing Committees of the BoardThe Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial reporting and governance processes, the system of internal control, the audit process, the Corporation’s process for monitoring compliance with laws and regulations, and with the engagement and review of the performance of the independent auditors. In connection with the December 31, 2011 financial statements, the Audit Committee reviewed and approved the audited financial statements, and discussed with management the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. All of the members of the Audit Committee are independent directors, who are not officers or employees of Sealaska or of any subsidiary or affiliate, nor do they receive any compensation from the Corporation or its affiliates except as members of the Board of Directors. The Audit Committee held 4 meetings in 2011.

The Compensation Committee is described on page 22. This committee met 4 times in 2011.

The Finance Committee ensures the Board of Directors is actively involved in establishing the financial policies of the Corporation, including investments and acquisitions. It ensures the Board is actively involved in establishing strategic and operational policies for use and management of corporate lands, natural resources, real property and compliance with environmental and ANCSA Section 7(i) requirements. The Finance Committee met 10 times in 2011.

The Nominations Committee receives and considers applications for candidates for membership on the Board, and recommends the nomination of candidates for the Board-sponsored slate. It is composed of directors who are not subject to election at the meeting for which

they make the nominations. The Nominations Committee met 1 time in 2011.

The Shareholder Relations Committee reviews materials, format, times and locations for shareholder informational meetings; recommends shareholder relations and communication strategies; provides policy direction for the issuance of additional corporate stock; makes recommendations for the annual report, newspaper publications, website, and other shareholder communications; prioritizes and assigns amounts to corporate advocacy budgets, makes recommendations on large contribution requests; and approves major renovations to the Sealaska Plaza Building. The Shareholder Relations Committee is also responsible for oversight of any board-sponsored resolutions coming before the shareholders. The Shareholder Relations Committee met 5 times in 2011.

Ad Hoc Committees of the Board

The Lands Committee was appointed in 2006 to establish land selection criteria for Sealaska’s final land conveyances from the federal government still pending under the term of the 1971 Alaska Native Claims Settlement Act. Sealaska is seeking title to these remaining lands in a manner which recognizes the full range of values and assets to enhance the long term economic, social and cultural well-being of its shareholders. The Lands Committee met 8 times in 2011.

The Haa Aaní, LLC Executive Committee was formed in 2010 to provide policy direction for Sealaska subsidiary Haa Aaní, LLC. Haa Aaní, LLC was formed to create sustainable economies across Southeast Alaska, specifically in rural communities, through collaboration, innovation and direct resource investment in our villages. The Haa Aaní, LLC Executive Committee met 4 times in 2011.

Board Committees

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Independent AuditorsKPMG, LLP, a nationally known firm of certified public accountants with offices in major cities around the world, has been selected by Sealaska’s Audit Committee as the independent auditor of the Corporation. KPMG audited the Corporation’s consolidated financial statements for the year ending December 31, 2011. A representative from KPMG will be present at the annual meeting.

Principal Accounting Firm FeesThe following sets forth the fees paid during the fiscal year ended December 31, 2011 to KPMG, the Corporation’s current principal accounting firm for the 2011 audit and tax services. Audit Fees $ 968,906 Tax Services $ 443,774 All other fees $ 24,500

Aggregate fees for all services rendered by KPMG, LLP during the fiscal year ended December 31, 2009 were $1,437,180.

Proxy SolicitationThe expense of preparing and mailing the notice of meeting, proxy statement and proxy will be borne by the Corporation. Mail solicitation of proxies may be supplemented with telephone, facsimile or personal solicitation of proxies by the Corporation’s officers, employees and nominees at no additional compensation. Radio, television and newspaper advertisements may also be used to solicit proxies, and the Corporation may compensate certain

persons for time spent in telephoning shareholders to remind them to vote. Nominees requested to seek proxies on behalf of the Corporation will be reimbursed for travel and expenses only. The Corporation will also bear the cost of certain mail solicitation by independent nominees whose names appear on the Corporation’s proxy. Such independent nominees shall not receive any other reimbursement of expenses, but may incur such expenses on their own behalf.

The Corporation makes a one-time payment of $25 to each shareholder who submits a valid proxy by the proxy deadline, or who attends and votes at the annual meeting. The maximum expense to the Corporation of this $25 payment per voting shareholder is approximately $505,475 if all voting shareholders actually vote, but is likely to be less, depending upon the number of shareholders who actually do vote. The voting incentive payment is intended to encourage shareholder participation in the election process, but Sealaska’s Bylaws also allow the Corporation to use proxy workers for the purpose of maximizing shareholder participation and provide for the maximum support for the Board of Directors’ slate. The total amount estimated to be spent by the Corporation on the solicitation of proxies is expected to exceed the amounts which the Corporation would normally spend for an election of Directors, in the absence of a contest, by approximately $100,000, excluding salaries and wages of regular employees and officers.

Additional Information

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PROXY VERIFICATION RULES

1. General Guidelines - Intent of Shareholder1. The Inspectors of Election (“Inspectors”) shall attempt to resolve all questions concerning a proxy in favor of

validating the proxy if possible.

2. The vote of a shareholder as represented by a signed proxy may be changed by advice in writing signed by the

shareholder. Such advice must then be attached to the proxy.

3. A proxy will be accepted, subject to this subsection, even though it does not correctly state the number of shares it

represents; however, a proxy will never be accorded more votes than the shareholder list shows the shareholder to

have as of the record date.

a. In elections that include proxies other than the corporate proxy, if the shareholder has attempted to vote fewer

than the number of shares owned on the record date and if the Corporation requests the Inspectors to do so,

the Inspectors shall attempt to contact the shareholder to seek clarification of the shareholder’s intent. In such

elections, if the shareholder has attempted to vote more shares than he or she is actually entitled to, or if the

shareholder has attempted to vote fewer shares than he or she is actually entitled to, and the Inspectors have

been unsuccessful in attempting to contact the shareholder, the Inspectors shall apportion the actual number of

shares to give effect to the intention of the shareholder, where such intent is apparent.

b. In elections that include only the corporate proxy, if the shareholder has attempted to vote either more or fewer

shares than he or she is actually entitled to, the Inspectors shall apportion the actual number of shares to give

effect to the intention of the shareholder, where such intent is apparent.

c. In all elections, the Inspectors shall attempt to record total votes available to each shareholder. In those cases

where there appears to be an attempt to vote once but on two separate proxies, reasonable effort will be made to

locate matching proxies to accommodate the shareholder’s intentions.

4. Proxies, validly executed, must be voted in accordance with the express intent and instructions of the shareholder,

as evidenced by the language of the proxy instrument.

5. The Inspectors shall invalidate any proxy, the form of which fails to conform to the requirements of 3 AAC 08.335

(e) (This state regulation relates to providing a means of withholding votes or a “ballot” form of proxy), or to the

provisions of Sealaska Corporation Bylaws, Article III, Section 3.3.6, “Form of Proxy.”

6. The Inspectors shall follow the requirements of Sealaska Corporation Bylaws Article III, sections 3.3.6.1.5, 3.3.6.2,

3.3.7.1, 3.3.7.3 when tabulating and counting votes.

2. Validity of Signature1. Proxies signed in pencil may be accepted.

2. Proxies should be signed exactly as the name of the stockholder appears on the stock records. Proxies may

be accepted if the difference between the signature and the name on the sock are minor in the opinion of the

Inspectors. If the signature on the proxy is unacceptable, authority for the different signature must accompany the

proxy in order for the proxy to be validated. A person’s mark shall constitute a valid signature if it is witnessed by

two adults who know the individual.

3. In determining the validity of a signature, the Inspectors need not look beyond the face of the proxy, except (1)

where there are circumstances in which the Inspectors have reason to believe that a proxy is a forgery (for example,

two proxies for the same shareholder with obviously different handwriting); or (2) when a participant registers

a good faith complaint and produces convincing evidence to the effect that one or more proxies may have been

executed by a person other than that named on the proxy.

4. Reasonable deviations in signature may be accepted; for example, a proxy printed “John F. Smith” may be accepted

as “J.F. Smith” or “ J. Foster Smith.”

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5. A proxy may be accepted even though the signature is printed by the shareholder.

6. Rubberstamp signatures are not acceptable unless the circumstances are known to the Inspectors and, in their

judgment, justify acceptance of the proxy, or unless the signature is countersigned by an officer of other authorized

employee of a bank, trust company, agent, etc., or by an attorney acting in an indicated capacity.

7. A proxy is not required to have on it the address of a shareholder; however, a shareholder’s address may be a factor in

determining the validity of a proxy if there is more than one shareholder of the same name.

8. A facsimile proxy (fax or telecopy) may be accepted.

3. Dating of Proxies1. If a shareholder’s proxy is dated after the record date but before the date of receipt by the Inspectors, the date written

on the proxy shall be the proxy’s date.

2. If a shareholder’s proxy is dated after receipt by the Inspectors, or carries any other impossible date, including but not

limited to the wrong year, or carries no date at all, the date of receipt by the Inspectors shall be the proxy’s date.

3. Proxies undated or partially dated are acceptable, except that undated proxies will not be accepted if the shareholder

also has provided a dated copy.

4. If there are two or more dated proxies from the same shareholder, the latest dated proxy shall be accepted, unless

circumstances indicate that the later-dated proxy was in fact post-dated at the time of execution, or dated after the

time of execution by someone other than the shareholder whose name appears on the proxy.

5. If all of the proxies of a shareholder appoint different proxies, or favor or oppose different nominees or resolutions,

and all are undated or all have the same date, all shall be rejected for voting purposes. However, one of the conflicting

proxies shall be counted for the purposes of establishing a quorum.

4. Trustees, Attorneys-in-fact, Joint Tenants and Custodians1. A proxy executed by a shareholder holding a power of attorney authorizing him or her to execute the proxy shall be

valid provided a copy of the power attorney authorizing him or her to execute the proxy is delivered to the Inspectors,

along with the proxy, no later that 5:00 P.M. Alaska time on the Wednesday before the annual meeting. The Inspectors

shall have the right to examine the original power of attorney if they so request. A person who solicits power of

attorney from shareholders for the purpose of voting more than his or her own shares at the meeting shall be subject

to the proxy solicitation regulations of the State of Alaska and to the Sealaska Bylaw provisions regarding proxy

solicitation.

2. If the shareholder list shows ownership by two or more persons as joint tenants or tenants in common, a proxy can be

accepted if signed by one of them unless another joint tenant or tenant in common seeks to vote the shares, in which

even the matter shall be controlled by the written agreement of the owners represented at the meeting or, in the

absence thereof, by the majority in number of such owners presented or represented at the meeting.

3. A proxy may be accepted when signed by a surviving joint tenant or tenant in common, provided the shareholder list

clearly indicates such tenancy.

4. Where more than one executor, trustee, guardian, administrator, attorney, etc., is named on the shareholder list,

the signature of a majority is satisfactory. However, if the address on the shareholder list is in care of one of these

representatives, that representative alone may sign without further proof of authority.

5. If two executors, trustees, attorneys, etc., are named, the signature of both should appear. However, where one such

party is a bank, partner of a brokerage firm, law or private trustee office, etc., and by the nature of his or her position

would be authorized to sign proxies, a proxy signed by one such party may be accepted.

6. Proxies received from banks, trust companies, brokers, incorporated companies, partnerships, institutions, etc., may

be signed in writing or facsimile, provided such proxies are clearly executed for the registered holders, or for such an

institution when the registrations, address or signature shows that such institution is acting in a fiduciary capacity

for the registered holder.

7. Blanket proxies, applicable to the proxies of one or more registered shareholders, are acceptable when executed by

banks, trust companies, brokers, etc., according to the foregoing paragraph.

8. Proxies for the stock held by a person individually as a custodian may be executed in both capacities on one proxy if

the proxy clearly indicates such intent, or may be executed in separate capacities on separate proxies.

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