Mr. Vince Tyra reports

GILDAN SETS MEETING DATE AND PROVIDES REGULATORY UPDATE

Gildan Activewear Inc.'s board of directors has called an annual and special meeting of shareholders to be held on May 28, 2024, in response to a shareholder requisition submitted by Browning West LP and its affiliates. Under the requisition, Browning West is asking Gildan shareholders to vote to remove the majority of Gildan's directors and replace them with Browning West's eight nominees with the intention that those nominees will reinstate Glenn Chamandy as chief executive officer.

Meeting date

Following receipt of the requisition, the board constituted a special committee of directors consisting of a majority of directors who are not targeted by Browning West for removal to review and make recommendations to the board with respect to the requisition. After careful and extensive deliberation, receiving the advice of professional advisers and several meetings to consider the inputs from shareholders, management and professional advisers, the committee provided its unanimous recommendation to the board with respect to the requisition, which was based on a careful weighing of the following considerations, among others, and with the best interests of the company and all shareholders and stakeholders of Gildan in mind:

• The request of Browning West that the meeting be held as soon as possible and its public statements that it feared the meeting would be delayed to the fall statements made by shareholders expressing support for a meeting to be held in the spring and a desire to limit the disruption to the business;
• The timing of the requisition would necessarily involve holding the annual and special meetings within a month or two of each other; given that the company's shares are widely held and, traditionally, there is a strong shareholder turnout (either present or represented by proxy) at its annual meetings, combining the annual and special meetings avoids multiple meetings addressing similar issues and eliminates the substantial potential for shareholder confusion and disengagement;
• The requisition seeks a reconstitution of a majority of the board to gain control of the company and the importance of providing all shareholders with a reasonable period of time to evaluate Browning West's proposal and understand its proposed plan for Gildan;
• The selected meeting date will provide shareholders with an opportunity to assess chief executive officer Vince Tyra's leadership of the company so they can make the most informed decision about whom they assess is the best executive to lead Gildan'
• Material concerns regarding the validity of the requisition given Browning West's violations of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, a U.S. antitrust law, and, as further described as follows, allowing sufficient time to seek declaratory relief from the court.

The board considered the recommendation of the committee as well as the underlying reasons for its recommendation. The board unanimously agreed with the committee's recommendation.

Shareholders will receive details about the matters to be presented at the meeting and about how to vote in a management information circular to be delivered to them in advance of the meeting.

Over the last few weeks, the company has heard from numerous shareholders -- both those who have indicated preliminary support for Browning West and those who have not. The board and shareholders are aligned in the view that a speedy resolution of this unnecessary proxy contest is in the best interests of the company and its shareholder owners. The company also agrees with shareholders who hold the view that a meeting is not required to resolve this matter.

To that end, the company has provided an opportunity for Browning West to meet constructively with Mr. Tyra, chief executive officer, and requested to meet with Browning West's nominees to better understand their viewpoints and applicability of skill sets. While Browning West has so far refused to have its nominees engage with the board, the company will still provide Browning West with the opportunity to meet with Mr. Tyra.

The company remains ready and willing to engage with Browning West, those who share some but not all of their views and the majority of shareholders who are not aligned to identify a responsible resolution that benefits all shareholders, not just some.

Quebec Court application

As announced on Jan. 21, 2024, the company learned that Browning West accumulated shares of Gildan in violation of the HSR act and used these unlawful acquisitions as a basis for the requisition. The HSR act's requirements are clear: any purchaser of voting securities must make a filing with the U.S. Federal Trade Commission and the Department of Justice and comply with a 30-day waiting period if the acquisition meets the statute thresholds and no exemptions apply. The filing requirement clearly does not depend on whether the share acquisition is part of a broader merger transaction or if it raises substantive antitrust concerns. But for the violation of the HSR act, Browning West would not have held sufficient shares to exercise the right to requisition a meeting under Canadian corporate law. The company remains significantly concerned that the basis for Browning West's requisition -- which it seeks to use to take control of the board -- was founded on an illegality.

Given these circumstances, the company will today file an application to the Quebec Court for declaratory judgment that the requisition is null and void and, as a result, the special meeting of shareholders is cancelled. Notwithstanding the serious concerns regarding the validity of the requisition, the board, upon the recommendation of the committee, determined to call the meeting and to seek declaratory relief from the court on this matter.

The company will continue to provide updates to shareholders on any significant developments relating to the foregoing and respond to the matters raised by Browning West as appropriate.

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, screen printers 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 that 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 ESG (environmental, social and governance) program embedded in the company's long-term business strategy.

We seek Safe Harbor.