An anonymous director of Browning West reports

BROWNING WEST URGES GILDAN ACTIVEWEAR'S BOARD OF DIRECTORS TO PROMPTLY ANSWER QUESTIONS RELATED TO APPARENT DILIGENCE FAILURES DURING ITS CEO SEARCH

Browning West LP, which is a long-term shareholder of Gildan Activewear Inc. and beneficially owns approximately 5.0 per cent of the company's outstanding shares, has urged the company's board of directors to promptly answer questions regarding its apparent diligence failures during the process that led to Vincent Tyra's appointment as chief executive officer (CEO).

As part of standard due diligence, Browning West conducts thorough research pertaining to the records of CEOs of its portfolio companies. Browning West's research related to Mr. Tyra has revealed a clear record of value destruction. Nonetheless, Browning West met with Mr. Tyra and Maryse Bertrand, chair of the corporate governance and social responsibility committee, on Friday, Feb. 2, 2024, to better understand why the board deems him qualified to serve as Gildan's CEO. Browning West ultimately left the meeting with more questions than answers due to Mr. Tyra's and Ms. Bertrand's inability to address Browning West's concerns pertaining to poor financial results at Fruit of the Loom Inc. and Broder Brothers Co. while Mr. Tyra served in leadership roles at each company. Following the meeting, Browning West wrote to Shirley Cunningham, chair of the compensation and human resources committee, requesting a call to understand how this committee conducted diligence into Mr. Tyra's record. Unfortunately, Browning West has yet to hear back from Ms. Cunningham, despite the fact that this committee is directly responsible for CEO succession.

Both Browning West's research based on public information and Browning West's conversation with Mr. Tyra reveal a record of value destruction. These findings stand in stark contrast to the board's numerous public statements about its apparently well-governed CEO succession process and exhaustive vetting of Mr. Tyra; this forces Browning West to question whether the board properly exercised its duty of care when carrying out its most important responsibility. Browning West suspects many other Gildan shareholders share its concerns. In Browning West's view, the board owes it to shareholders to promptly address the following questions through a public disclosure, so the board's diligence process can be properly evaluated:

• When it made its hiring decision, was the board aware that Fruit of the Loom's activewear division endured a 26-per-cent decline in revenue and operating profit swung from $75-million to a loss of over $30-million during Mr. Tyra's tenure as president of that division?
• When it made its hiring decision, was the board aware that Fruit of the Loom's share price decreased by 99 per cent and the company filed for bankruptcy during Mr. Tyra's tenure?
• When it made its hiring decision, was the board aware that Broder Bros. delivered dismal financial results during Mr. Tyra's tenure as CEO (net income decreased from $7-million to negative $3-million; net debt increased from $51-million to $316-million; and cumulative free cash flow was negative $15-million over the five years he was CEO)?
• When it made its hiring decision, was the board aware that Broder Bros. was forced to restructure in the years after Mr. Tyra's departure as CEO, largely due to the substantial debt he added to the business, and that its shareholders ultimately incurred substantial losses?
• How did the board's renowned governance expert determine that the board followed a good and rigorous process with respect to succession planning considering Mr. Tyra's troubling record?
• How did the board's vetting of Mr. Tyra -- including detailed reference and background checks involving respectively eight and 24 external arm's-length individuals -- fail to reveal troubling information related to his performance?
• Did the board fail in its diligence during the CEO search, considering the governance expert reported that the board only vetted Mr. Tyra's credentials, competencies and other attributes and not specifically his record?
• How much did the board compensate its renowned governance expert to author the favourable governance report for the board?
• Was the board's decision to appoint Mr. Tyra, a resident of Louisville, Ky., influenced by connections to chair Donald C. Berg, a businessman in Louisville who served on the University of Louisville president council during the same period that Mr. Tyra served as athletic director at the University of Louisville?
• Was the succession process overseen by Ms. Cunningham's human resources committee or did Ms. Bertrand's corporate governance committee handle CEO succession, violating committee charters?
• Is the board in possession of any other information that may impact shareholders' evaluations of Mr. Tyra and the directors who led his vetting?

If the board decided to proceed with hiring Mr. Tyra after learning about his record of value destruction, Browning West believes it reveals extremely poor judgment and numerous governance issues. On the other hand, if the board made its decision without investigating Mr. Tyra's history of value destruction, Browning West contends it indicates that the company's CEO search process had significant diligence failures. Either way, it appears the incumbent directors failed shareholders when appointing Mr. Tyra.

No solicitation

This press release is for informational purposes only and is not a solicitation of proxies. If Browning West determines to solicit proxies in respect of any meeting of shareholders of the company, any such solicitation will be undertaken by way of an information circular or as otherwise permitted by applicable Canadian corporate and securities laws.

Advisers

Olshan Frome Wolosky LLP is serving as legal counsel, Goodmans LLP is serving as Canadian legal counsel, and IMK is serving as Quebec legal counsel. Longacre Square Partners is serving as strategic adviser and Pelican PR is serving as public relations adviser. Carson Proxy is serving as proxy adviser.

We seek Safe Harbor.