JOANN INC. 47768J200 US47768J2006 05/13/2024 RESOLVED, that the Second Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as Exhibit A (with such changes therein and modifications and amendments thereto as are authorized hereby, the "Second A&R Certificate"), be, and hereby is, authorized, approved and adopted for all purposes and in all respects. RESOLVED, that the following persons be, and they hereby are, duly elected to the Board, to serve until their respective successors are duly elected and qualified or until the earlier of their resignation, removal, disability or death: Darrell Horn Green Square Director Bill Wall DIP Initial Director Mary Campbell DIP Initial Director Joe Hartsig DIP Initial Director Maarten Jager DIP Initial Director Michael Israel DIP Initial Director FURTHER RESOLVED, that the Stockholders deem it advisable and in the best interests of the Corporation that the seat of CEO Director (as defined in the Second A&R Certificate) remains vacant as of the date hereof. FURTHER RESOLVED, that, for the avoidance of doubt, the individuals set forth above constitute all of the members of the Board as of the date hereof. RESOLVED, that any actions previously taken or caused to be taken by any of the officers of the Corporation (the "Authorized Officers") in connection with any of the matters contemplated by the foregoing resolutions are hereby acknowledged to be duly authorized acts performed on behalf of the Corporation and are hereby ratified, confirmed, and adopted as such; and FURTHER RESOLVED, that each of the Authorized Officers be, and hereby is, authorized, in the name and on behalf of the Corporation and under its corporate seal where required, to execute and deliver such agreements, certificates, instruments, and documents, and to take or cause to be taken such other actions, as the Corporation may determine to be necessary or advisable to implement the purposes and intent of the foregoing resolutions, each such agreement, certificate, instrument, and document to be in such form and to contain such terms and conditions, consistent with the foregoing resolutions, as the Authorized Officers executing the same may approve, the execution and delivery of any such agreement, certificate, instrument, or document by any such Authorized Officer or the taking of such action to be conclusive evidence of such authorization and approval. DIRECTOR ELECTIONS ISSUER 379111 0 FOR 379111 FOR