GIL Gildan Activewear Inc

600 de Maisonneuve Boulevard West

33rd Floor

Montréal, Québec

Canada H3A 3J2

GILDAN ACTIVEWEAR INC.

Tim Hodgson

Non-Executive / Independent Chair

Former Special Advisor to Governor Carney at the Bank of Canada and former CEO of Goldman Sachs Canada

Director since: May 1, 2024

Key Experience / Qualifications:

ü    History as a value creator – generating positive average annual total shareholder returns as a director

ü    Strong experience serving on boards of institutional investors including the Ontario Teacher’s Pension Plan and the Public Sector Pension Investment Board

ü    Has provided a steady hand as a board member of several CEO transitions and succession plans, including as Chair of Hydro One Ltd., where he has overseen +104% total shareholder return for shareholders¹

Other Affiliation(s):

-       Hydro One (Chair)

-       Canadian Investment Regulatory Organization (Chair)

-       Ontario Teacher’s Pension Plan (Vice Chair, Investment Committee)

-       Property and Casualty Insurance Compensation Corporation (Director)

Lee Bird

Independent Director

Former Chairman and Chief Executive Officer of At Home Group Inc.

Director since: May 1, 2024

Key Experience / Qualifications:

ü    Textile and apparel industry experience, including senior executive roles at Nike Inc., The Gap Inc., and Old Navy

ü    Proven experience as a CEO and director of public companies

Other Affiliation(s):

-       Larry H. Miller Company (Director)

-       Marriott School of Business at BYU (National Advisory Committee Member)

-       Member of the Ownership Advisory Group of the NHL Dallas Stars

Dhaval Buch

Independent Director

Current Senior Advisor with Blackstone Private Equity and to the Mahindra Group

Director since: February 2022

Key Experience / Qualifications:

ü    Generated positive annualized total shareholder return during his tenure as a named executive officer at Hindustan Unilever Limited

ü    Deep experience in supply chain, distribution, and manufacturing operations

Other Affiliation(s):

-       Blackstone Private Equity (Senior Advisor)

-       Mahindra Group (Senior Advisor)

-       EPL Limited (Director, Chair of Risk Management Committee)

-       Bristlecone Inc. (Chair)

Marc Caira

Independent Director

Former Vice-Chairman of the Board of Directors of Restaurant Brands International Inc.

Director since: May 2018

Key Experience / Qualifications:

ü    Generated positive average annualized total shareholder returns during his director tenure at Gildan and as CEO of Tim Hortons Inc.

ü    Experience in sales and marketing, global growth and operations, human capital management and compensation, strategy and risk management, and manufacturing operations

Other Affiliation(s):

-       Minto Group (Director)

-       University Health Network Foundation (Director)

Jane Craighead

Independent Director

Former Senior Vice President Global Human Resources at Scotiabank

Director since: May 1, 2024

Key Experience / Qualifications:

ü     Extensive corporate governance credentials having chaired various key committees at public companies

ü    Seasoned human resources professional as both an executive and board member

Other Affiliation(s):

-      Crombie Real Estate Investment Trust (Director, Chair of Governance and Nominating Committee)

-      Wajax Corporation (Director, Chair of Human Resources Committee)

-      Telesat Corporation (Director, Chair of Human Resources and Compensation Committee)

Sharon Driscoll

Independent Director

Former CFO, Co-CEO, and Advisor to the CEO at RB Global

Director since: October 2023

Key Experience / Qualifications:

ü    Generated positive average annualized total shareholder return in her director roles at other public companies and in her named executive officer roles at other public companies

ü    Experience in strategy and risk management, account and financial, corporate governance and regulatory, digital and technology, human capital management, and compensation

Other Affiliation(s):

-      Empire Company Limited (Director)

-      Imperial Oil Limited (Director)

Lynn Loewen

Independent Director

Former President of Minogue Medical Inc.

Director since: May 1, 2024

Key Experience / Qualifications:

ü    Significant experience in executive and leadership roles in public companies

ü    Extensive corporate governance credentials including previous experience in audit, ESG, health and safety, and risk and technology

Other Affiliation(s):

-      National Bank of Canada (Director, Chair of the Audit Committee)

-      Emera Incorporated (Director)

-      Mount Allison University (Chancellor)

Anne Martin-Vachon

Independent Director

Current Senior Vice-President, Sales and Chief Retail Officer for Rogers Communications Inc.

Director since: February 2015

Key Experience / Qualifications:

ü    Generated positive annualized total shareholder returns at Gildan and in her executive role at Nordstrom Inc.

ü    Experience in digital and technology, sales and marketing, strategy and risk management, textile and apparel industry, human capital management, and compensation

Other Affiliation(s):

-      Retail Council of Canada (Chair)

Vincent (Vince) J. Tyra

President & CEO; Non-Independent Director

Former Senior Vice-President of Corporate Strategy and Mergers and Acquisitions at Houchens Industries

Director since: January 2024

Key Experience / Qualifications:

ü    Most recently served as Senior Vice-President of Corporate Strategy and Mergers and Acquisitions at Houchens Industries from 2022 to 2024, spearheading strategic initiatives that drove growth in the company’s $4-billion revenue employee-owned portfolio across various sectors, including manufacturing, consumer products, and retail

ü    During his six-year tenure, Broder Bros. EBITDA increased by 223% with a compound annual growth rate (CAGR) of 26.4%, delivering on the key objectives for his shareholders

ü    Strong track record of driving growth at portfolio companies at Southfield Capital and Houchens Industries; Vince’s portfolio produced strong returns, with an internal rate of return of 27% and a multiple on invested capital of 3.2x

ü    Early in his career, Vince invested in and grew his own activewear business, utilizing Gildan as a key supplier

ü    Joined Fruit of the Loom from 1997 to 2000 where the Board of Directors promoted him to President in the company’s darkest hour to develop and implement a restructuring plan that put Fruit of the Loom back on sound financial footing ahead of its eventual sale to Berkshire Hathaway

ü    Has served on the board of directors at 10 companies and stepped in as interim Chief Executive Officer at three

ü    Experience in strategy and risk management, human capital management, global growth and operations, sales and marketing, and manufacturing operations

Other Affiliation(s):

-      Houchens Industries (Director)

Les Viner

Independent Director

Former Managing Partner of Torys LLP

Director since: May 1, 2024

Key Experience / Qualifications:

ü    Extensive experience as both a lawyer and a chartered professional accountant

ü     Business career includes significant experience in financial and strategic planning, change management, talent development, and transaction execution

Other Affiliation(s):

-      NA

Karen Stuckey

Former Senior Vice President at Walmart Inc.

Key Experience / Qualifications:

ü    Extensive apparel experience, including private label while in her role at Walmart Inc.

ü     International operations experience including global supply chain operations

Other Affiliation(s):

-       NA

J.P. Towner

Chief Financial Officer of RONA inc.

Key Experience / Qualifications:

ü    Experience highly relevant to Gildan’s focus on vertical integration and maintaining a low-cost, vertically integrated business model

ü    Extensive consumer products experience and public company executive experience

Other Affiliation(s):

-       NA

´     As CEO, Glenn was unable to produce a long-term organic growth plan and was uninterested in developing organic growth initiatives for Gildan

´     Presented the Gildan Board with risky and dilutive acquisition targets in an attempt to prolong his tenure as CEO and provided the Board with the ultimatum: approve a high-risk multi-billion dollar acquisition strategy predicated on guaranteeing his role as CEO for several more years to oversee its integration, or, he would leave the Company immediately and sell his shares. Browning West’s dissident proxy circular confirms that he executed on this threat; Mr. Chamandy no longer holds any shares in the company.

´     Given his past actions, can he be trusted as a director to put the interests of the Company ahead of his own? His election would result in disruption of a necessary leadership transition and re-energized corporate strategy already underway

´      Under Mr. Chamandy’s leadership, while annualized TSR from December 2003 to December 2014 was 21%, from December 2014 through December 2023, it was only 5%. Recently, prior to Mr. Chamandy’s termination and during the period between Q1 2022 and December 8, 2023, Gildan’s TSR was (4)%, whereas the median TSR of the same select Gildan peers was 2%.

´     Oversaw negative annual total shareholder returns and stock underperformance (-24%) compared to its relative benchmark² at his sole public company director role at Countryside Properties, as well as significant leadership turmoil

´     No public company experience as a named executive officer

´     No garment or textile manufacturing experience

´     As a Browning West principal and holding only 5% of shares, wants to take control of the Company and its Board

´     No public company director experience

´     No garment and textile manufacturing experience

´     No supply chain and distribution experience

´     Served on the board of Monitronics International Inc. when the company filed for Chapter 11 bankruptcy protection in 2023

´     Served as the Chair of the Compensation Committee at YRC Worldwide Inc. where Glass Lewis recommended AGAINST their executive compensation resolution during 3 years of his tenure

´     No garment or textile manufacturing experience

´     No public company director experience

´     No public company experience as a named executive officer

-       The Board was unanimous in its conviction that retaining Mr. Chamandy as CEO would have jeopardized the future of Gildan and destroyed significant shareholder value.

-       After agreeing to a formal succession plan in 2021, Mr. Chamandy recently made clear that he never intended to abide by that agreement, telling the media in December 2023 that he had no intention of leaving and would only leave when he thought the time was right.

-       Mr. Chamandy was putting his personal interests ahead of the Company’s. The business was losing momentum and growth stagnated. Despite the previously agreed succession plan, Mr. Chamandy demanded that the Board approve a risky, multi-billion-dollar acquisitions strategy predicated on him staying CEO for several more years and threatened that he would quit and sell all his shares if the Board did not do so.

-       The independent Board did not believe that Mr. Chamandy’s strategy was in the best interests of the Company or its shareholders. Mr. Chamandy’s ultimatums, his decision to upend the carefully planned succession plan, his disruptive behavior and his unwillingness to cooperate, and his concealed taping of a private and confidential conversation led to an unreconcilable break in the relationship between the Board and he left the Board no choice but to terminate him.

-       Starting in March 2022, the Board ran a robust process to identify the next CEO, beginning with a universe list of 515 profiles, progressing to a long list of 37 profiles, to a short list 21 candidates, to a ranked short list of seven candidates, to a finalist list comprised of four candidates, narrowed to three finalists after a first round of interviews, to the selection of the winning candidate, with an appropriate number of meetings and interviews held with all finalists.

-       The Board’s decision to remove Mr. Chamandy as CEO has also been affirmed by two leading independent governance experts, Dr. Richard Leblanc and Peter Dey, both of whom the Board contracted to conduct separate reviews in connection with the Board’s succession process which led to Mr. Chamandy’s removal as CEO.

-       Throughout Vince’s career, he has demonstrated thoughtful leadership and clear financial success, underscoring that he is the right person to move Gildan forward.

-       At Southfield Capital, his portfolio produced an internal rate of return of 27% and a multiple of invested capital of 3.2x.

-       In addition, Vince has obvious relevant industry experience. Early in his career, Vince invested in and grew his own activewear business, utilizing Gildan as a key supplier.

-       At Broder Bros., he successfully engineered the acquisition of Alpha Shirt Holdings. During his six-year tenure at Broder Bros., EBITDA increased by 223% with a CAGR of 26.4%.

-       At Fruit of the Loom, Vince was handpicked to take on the role of President and was instrumental in the implementation of a plan to stabilize the company and restructure the business, paving the way for its eventual sale to Berkshire Hathaway.

-       Most recently, he served as Senior Vice President of Corporate Strategy and Mergers and Acquisitions at Houchens Industries, where he oversaw and developed corporate strategy for the $4 billion revenue employee-owned holding company. In 2023, Houchens experienced its second largest share price gain in the last 35 years.

-       To suggest that Vince does not operate with the highest level of integrity is categorically false. Prior to Vince’s hiring, 32 reference checks were carried out on him alone, all of which suggested that Vince operates with the highest level of integrity. Underscoring this point, J. David Grissom, the former Vice Chairman of PNC Financial, who was Chairman of the Board of Trustees at the University of Louisville when the Board hired Vince, recently stated: “Vince Tyra has an outstanding reputation as a leader. The Board of Trustees hired him to clean up the Athletics Program that had been tarnished by scandal and controversy. He quickly made a significant difference. Vince listened, evaluated the situation, and then made the hard decisions needed to restore the integrity of the program. Vince is a calm, confident and firm leader. He never looks for headlines. He started every meeting by asking ‘What’s the right thing to do here?’ His moral compass is in the right place. Gildan’s Board of Directors will never regret its decision to hire Vince Tyra as CEO.”

-       In contrast, in behavior that is inconsistent with that of a senior executive, let alone a chief executive, Glenn recorded a private and confidential phone call on November 24, 2023, with then Chair of Gildan’s Board, Donald Berg without the Chair’s knowledge. Upon his departure, he also violated Company policies related to the safeguarding of corporate information, including wiping data from his Gildan communication devices.

-       These Board changes were recommended by our Corporate Governance and Social Responsibility Committee after extensive conversations with Gildan’s shareholders and the hiring of an independent search firm. The process was robust.

-       One of the consistent themes we heard during shareholder conversations was the need for more apparel expertise and experience with value-oriented consumer products on the Board – which this refreshed slate delivers. That is why we are also recommending that shareholders vote for two of the nominees on the dissident slate, Karen Stuckey and J.P. Towner.

-       Meanwhile, Browning West continually rebuffed our request to interview their candidates.

-       All of Gildan’s new directors possess the necessary leadership experience, relevant expertise, and diverse backgrounds to be of tremendous value to our Board and management team in driving Gildan forward.

“Though the Board has attempted to slander Mr. Chamandy, Gildan’s recent strong operating and financial results reveal the truth of his performance.”

“UNDER MR. CHAMANDY, GILDAN HAS OUTPERFORMED ON A 2-YEAR, 5-YEAR, AND 10-YEAR PERIOD”

-       In recent years, it became clear to the Board that the business was losing momentum and growth was stagnating. The removal of Mr. Chamandy and appointment of Mr. Tyra was the critical change needed to reverse the stagnation in our sales in order to continue to outperform relative to Gildan’s peers.

-       Browning West has chosen to clearly cherry-pick data favorable to Mr. Chamandy’s performance and the information they have put forth is obviously misleading.

TSR Performance Under Mr. Chamandy

-       Under Mr. Chamandy’s leadership, while annualized TSR from December 2003 to December 2014 was 21%, from December 2014 through December 2023, it was only 5%.³

-       Recently, prior to Mr. Chamandy’s termination and during the period between Q1 2022 and December 8, 2023, Gildan’s TSR was (4)%, whereas the median TSR of the same select Gildan peers was 2%.⁴

Write-downs and M&A Performance Under Mr. Chamandy

-       To highlight M&A missteps by Mr. Chamandy, since 2013, Gildan accrued over ~$450 million of write-downs, including restructuring and acquisition related-costs, impairment of intangible assets and impact of strategic product line initiatives. More than half of the $450 million resulted from acquisitions and strategy decisions that did not meet expectations.

-       These costs are associated primarily with a failed acquisition strategy of several brands, including Peds (acquired in July 2016), Doris (acquired in June 2014), Gold Toe Moretz (acquired in April 2011), V.I. Prewett & Son (acquired in September 2007), and Kentucky Derby Hosiery (acquired in June 2006).

“We are naturally concerned that the Board has initiated a sale process in order to avoid accountability following continuous and growing support for Browning West’s calls for significant Board reconstitution.”

“…we believe that today’s announcement was likely triggered by the collapse of the Board’s reactive sale process…It is time for Gildan’s Board to immediately cease its excessive and wasteful spending of shareholder capital on its misguided sale process and numerous entrenchment tactics.”

-       To suggest the sale process is misguided and/or has collapsed is entirely inaccurate. There continues to be external interest in acquiring the Company and the process is ongoing.

-       This process began in response to the receipt of a confidential non-binding expression of interest to acquire Gildan. The Board was adhering to its fiduciary duty to the Company and has been acting in the best interest of shareholders by trying to maximize value.

-       Despite Browning West’s public stance against considering any alternative, its attempts to disrupt the process, and their portraying the review of alternatives as an entrenchment strategy for the Board, the process is robust and will be measured against the value creation potential of our compelling current strategic plan.

-       Regarding wasteful spending of shareholder capital, Browning West has a clear track record of hand-picking CEOs and then excessively spending shareholder capital for their pay packages. For instance, Browning West reportedly proposed instituting an incentive package for Vistry management, which would have seen the CEO pocket a bonus of up to £60 million. In addition, Tempur Sealy, a company where Usman Nabi, Browning West’s Co-founder ran a proxy contest with his prior firm H Partners in 2014, and one that is reportedly Browning West’s largest current holding, has excessively paid its CEO the following amounts:

§  2020: $31.62 million (USD)

§  2021: $96.04 million (USD)

§  2022: $18.11 million (USD)

§  2023: $51.81 million (USD)

-       Gildan retained advisors for several reasons:

1.    to respond to Browning West’s aggressive activist campaign, which falsely attacked both the Board and the Company in its attempt to take control of Gildan without paying a premium;

2.    to litigate Browing West’s apparent violation of U.S. law when it increased its stake in its effort to call a Special Meeting;

3.    to evaluate any expression of interest to acquire Gildan; and

4.    to allow management to remain focused on running the business and creating shareholder value.

-       Over the last several months, the Company has repeatedly tried to reach a settlement agreement with Browning West. However, those efforts were all rebuffed as the activist hedge fund pressed on with its needless and wasteful proxy contest.

Media Relations Team

(514) 343-8814

communications@gildan.com