The Dixie Group Inc. — Board/Management Information 2023

Mar 13, 2023

RESOLUTION OF THE BOARD OF DIRECTORS

OF THE DIXIE GROUP, INC.

REAFFIRMING CREATION OF THE EXECUTIVE COMMITTEE

AND

DELEGATION OF POWERS

Whereas, the Bylaws of the Company authorize the formation of an Executive Committee of the Board of Directors having the powers and authority delegated to it by the Board; and

Whereas, the Board has heretofore established an Executive Committee and authorized such Committee to exercise all power and authority of the Board with respect to the management of the business and affairs of the Company between meetings of the Board of Directors of the Company; and

Whereas, the Board of Directors, by this resolution desires to reaffirm and restate its prior resolution establishing an Executive Committee, with such Committee to consist, upon adoption of the following resolutions, of three Directors, as designated by the Board, with the Chairman of the Board to be included among its membership:

Now Therefore, Be It Resolved, that the Board of Directors, acting in accordance with the By-Laws of the Company, hereby reaffirms the designation, creation and appointment of an Executive Committee of the Board to consist of the following three members: the Chairman of the Board, Daniel K. Frierson, William F. Blue, Director and Lowry Kline, Director, to serve at the pleasure of the Board, with such Committee to continue in existence and to exercise the power and authority granted by these resolutions until further resolution of the Board; and

Resolved Further, that such Committee shall have and may exercise all power and authority of the Board of Directors with respect to management of the business and affairs of the Company between meetings of the full Board of Directors; and

Resolved Further, that the members of the Committee so designated by this resolution shall serve as members of said Committee until their successors are duly appointed and have accepted such appointment; and

Resolved Further, that the foregoing resolutions do not preclude the Board from altering or otherwise changing the composition of the Committee hereby established from time to time in such manner as the Board in its discretion shall deem necessary or desirable; and

Resolved Further that a copy of this Resolution shall be attached to the minutes of this meeting and duly filed with the records of the Company.

(as adopted by the Board of Directors May 4, 2022)