An anonymous director reports

GILDAN COMMENTS ON VIOLATIONS OF US ANTITRUST LAW BY BROWNING WEST

Gildan Activewear Inc. has learned that Browning West LP accumulated shares in violation of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 as part of its misguided campaign to reinstall Glenn Chamandy as chief executive officer of Gildan.

The HSR act is a U.S. antitrust statute that requires investors to notify the U.S. Federal Trade Commission and U.S. Department of Justice and comply with a 30-day waiting period before acquiring voting securities in excess of a certain ownership threshold. By acquiring shares in excess of the threshold without notifying these agencies and the company, and without waiting 30 days to acquire the shares after providing notice, Browning West violated U.S. law.

Browning West's rapid and illegal share acquisitions were undertaken as a necessary part of its scheme to take control of the company and its board and reinstall Mr. Chamandy. Under the Canada Business Corporations Act, shareholders are entitled to requisition a special meeting of shareholders only if they hold over 5 per cent of a company's shares. Browning West's illegal share acquisitions barely put it over this threshold, and on Jan. 9, 2024, Browning West sought to requisition a special meeting to take control of the company and its board by removing eight sitting directors and appointing eight new directors hand-picked by Browning West, including one of its co-founders and Mr. Chamandy.

Without the shares acquired in violation of the HSR act, Browning West would have no legal rights to requisition a meeting. The board intends to explore all avenues to ensure that shareholders are protected from Browning West's illegal activity, potentially including notifications to applicable regulators and legal proceedings in the United States and Canada.

Gildan discovered Browning West's violation of the HSR act after it filed a Schedule 13D with the U.S. Securities and Exchange Commission on Jan. 8, 2024.

On Friday, Jan. 19, 2024, Browning West informed the company that it would be belatedly making its filing under the HSR act but asserted that it was doing so under protest in an ill-advised attempt to avoid responsibility for its failure to comply with law. By suggesting that its filing was made under protest, Browning West simply compounds its errors and demonstrates both an unwillingness to take responsibility for its actions and the lack of competence to run a proxy fight let alone Gildan's business.

Browning West's illegal share acquisitions add to the many serious questions raised about the purpose, planning and prudence of Browning West's campaign. Less than one week after Mr. Chamandy was removed by the board, and after only a 15-minute meeting with the chair of the board, Browning West rushed so recklessly into reinstalling Mr. Chamandy that it violated U.S. antitrust law. At this stage, questions remain about contacts between Browning West and Mr. Chamandy before and after his removal as CEO, contacts between Browning West and other investors, and whether these contacts violate Canadian and U.S. securities laws. What is clear is that Browning West and Mr. Chamandy desire to seize control of Gildan as rapidly as possible, and it appears they will step over the law to do so.

The board will continue to take all appropriate actions to protect shareholder value, including ensuring that all shareholders play by the same rules.

About Gildan Activewear Inc.

Gildan is a leading manufacturer of everyday basic apparel. The company's product offering includes activewear, underwear and socks, sold to a broad range of customers, including wholesale distributors, screenprinters or embellishers, as well as to retailers that sell to consumers through their physical stores and/or e-commerce platforms and to global lifestyle brand companies. The company markets its products in North America, Europe, Asia Pacific and Latin America under a diversified portfolio of company-owned brands, including Gildan, American Apparel, Comfort Colors, Goldtoe and Peds, in addition to the Under Armour brand through a sock licensing agreement, providing exclusive distribution rights in the United States and Canada.

Gildan owns and operates vertically integrated large-scale manufacturing facilities which are primarily located in Central America, the Caribbean, North America and Bangladesh. Gildan operates with a strong commitment to industry-leading labour, environmental and governance practices throughout its supply chain in accordance with its comprehensive environmental, social and governance program embedded in the company's long-term business strategy.

We seek Safe Harbor.