Dear shareholders:

It is our pleasure to invite you to attend the annual and special meeting of shareholders on May 4, 2023, at 10:00 a.m. EDT. This year’s meeting will be held by live audio webcast to make it accessible to all shareholders. We encourage you to participate, vote your shares, and engage with us during the meeting.

Donald C. Berg

Chair of the Board

of Directors

Glenn J. Chamandy

President and Chief Executive Officer

KEY CONCEPTS AND TERMS

we, us, our, Company, and Gildan mean Gildan Activewear Inc., a company incorporated under the CBCA

you, your, and shareholder mean holders of Gildan common shares

circular means this 2023 management information circular, unless indicated otherwise

shares and Gildan shares mean common shares of Gildan

when the term Relative is used before a measure, it serves to compare a Gildan measure (such as TSR) to the same measure of our compensation comparator group on a relative basis

all dollar ($) amounts are in US dollars, Gildan’s functional and reporting currency, unless indicated as C$ for Canadian dollars

where a term is described as a non-GAAP financial measure or ratio, it means that the measure or ratio is not recognized for financial statement presentation under IFRS, does not have a standardized meaning prescribed by IFRS and may, therefore, not be comparable to similar measures or ratios presented by other entities and, accordingly, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS

information provided in this circular is as at March 6, 2023, unless indicated otherwise

Gildan is a leader in efficient, ethical, and sustainable apparel manufacturing.

In early 2022, we unveiled our Next Generation ESG strategy and future targets that seek to tackle global environmental, social, and governance priorities. Building on our 20-year track record in ESG, we are committed to making meaningful advancements across our five areas of focus, including: (i) climate, energy, and water; (ii) circularity; (iii) human capital management; (iv) long-term value creation; and (v) transparency and disclosure, by achieving the following targets by 2030:

•  Reduce scope 1 and scope 2 GHG emissions by 30% (compared to a 2018 baseline)

•  Reduce water intensity by 20% (compared to 2018 baseline)

•  Source 100% sustainable cotton by 2025

•  Zero manufacturing waste by 2027

•  Source 30% recycled polyester or alternative fibre yarn by 2027

•  Ensure 75% of packaging and trims¹ contain recycled or sustainable materials by 2027

•  Achieve gender parity for Gildan’s employee group encompassing the Director level and above by 2027

AWARDS AND RECOGNITION

Dow Jones

Sustainability Index

Corporate Knights –

Global 100 Most Sustainable Corporations

S&P Global

Sustainability Yearbook

Included in CDP’s Leadership Band in their 2022 Climate Change report

2022 Carbon Clean 200™ list

In 2022, we made advancements in our areas of focus: (i) we tied the performance of ESG objectives to executive compensation by including ESG goals in our short-term incentive plan, (ii) we amended our credit facility agreement to incorporate sustainability-linked terms, becoming the first Canadian apparel manufacturing company to tie financing costs to the achievement of certain ESG-related goals, and (iii) we published our first stand-alone Climate Change Disclosure Report.

Packaging and trim materials are defined as Stock Keeping Units (SKUs) of packaging and trims (which include carton, polyester, paper, and cotton-poly trims) specific to apparel SKUs and contain recycled materials and/or have a relevant sustainability certification.

About notice and access

We are using the notice-and-access rules permitted by Canadian securities regulators to deliver the materials for our 2023 annual and special meeting to our registered and non-registered shareholders. This includes the 2023 management information circular and our audited annual consolidated financial statements for the year ended January 1, 2023. These documents are available on our website (www.gildancorp.com) and have been filed with the Canadian securities commissions on SEDAR (www.sedar.com) and with the U.S. Securities and Exchange Commission (SEC) on EDGAR (www.sec.gov). Online access to the materials reduces paper and mailing costs.

Your package includes a copy of the notice of our 2023 annual and special meeting of shareholders (with information about how to access the meeting materials) and a proxy form (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder, unless you have elected to receive the form electronically). We have sent copies of the notice of the meeting to the clearing agencies and intermediaries to distribute the notice with the voting instruction form to our non-registered shareholders. Intermediaries are required to forward the materials to non-registered shareholders and often use a service company such as Broadridge Financial Solutions or Computershare Investor Services Inc. in Canada for this purpose. We do not pay for intermediaries to send the materials to non-registered shareholders who object to their intermediary disclosing their share ownership information to us. Therefore, objecting non-registered shareholders will not receive the materials unless their intermediary assumes the cost of delivery. See page 9 for information about registered and non-registered shareholders.

If you would like to receive a free printed copy of the meeting materials, please call:

•  1-866-964-0492 (toll-free in North America), or

•  1-514-982-8716 (outside North America)

VOTING INFORMATION

Registered shareholders

Your shares are registered directly in your name with our transfer agent

You have a physical share certificate or you hold the shares electronically through the direct registration system (DRS) in the records of our transfer agent

Your shares are registered in the name of either of the following and you are the beneficial owner of the shares:

•  in the name of an intermediary that you deal with such as a securities dealer or broker, bank, trust company and trustee, or administrator of self-administered RRSPs, TFSAs, RRIFs, RESPs, and similar plans, or

•  in the name of a clearing agency and your intermediary is a participant

Your package includes the notice of the meeting and a proxy form if you are a registered shareholder. If you are a non-registered shareholder, your package includes the notice of the meeting and a voting instruction form (unless you have elected to receive the form electronically).

VOTING YOUR SHARES IN ADVANCE

Voting by proxy is the easiest way to vote. It means you have the right to appoint a person or entity (your proxyholder) to attend the meeting and
vote your shares for you. Your proxyholder does not need to be a shareholder but must attend the meeting and vote your shares on your behalf.

NOTE

If you receive more than one package in the mail, it means that you hold your Gildan shares in more than one account. You may have these accounts with brokers or other intermediaries or with our transfer agent, as applicable. Follow the instructions on each form as you will need to vote your shares in each account separately.

By phone

Call 1-866-732-VOTE (8683) toll-free

You will need the 15-digit control number on your proxy form. Carefully follow the prompts to vote your shares, then confirm that your voting instructions have been properly recorded. If you vote by phone, only the Gildan representatives named on the proxy form can serve as your proxyholder. You cannot appoint another person to be your proxyholder.

All completed proxy forms must be received by our transfer agent before 10:00 a.m. EDT on May 2, 2023, or two business days before the new date if the meeting is postponed or adjourned.

Your package should include a self-addressed envelope. if it is missing, please send your completed proxy form to:

Computershare Investor Services Inc.

100 University Avenue

8th Floor, North Tower

Toronto, Ontario, Canada M5J 2Y1

On the internet

Go to www.investorvote.com

You will need the 15-digit control number on your proxy form. Carefully follow the prompts to vote your shares, then confirm that your voting instructions have been properly recorded.

By mail

Follow the instructions on your proxy form. Complete the form, sign it and date it, and mail it in the postage-paid envelope included in your package.

If you sign and return the proxy form but do not give your voting instructions or specify that you want your shares withheld, the Gildan representatives will vote in the following manner:

FOR the following five items of business:

•  FOR the appointment of KPMG as Gildan’s independent auditors and the fees to be paid as recommended by the Audit committee and set by the board

•  FOR each nominated director

•  FOR the approval to ratify and renew our shareholder rights plan

•  FOR the two amendments to our LTIP

•  FOR the advisory resolution on our approach to executive compensation as described in this circular

and AGAINST the following item of business:

•  AGAINST the shareholder proposal set out in Appendix E.

If there are amendments or variations to the items of business or any other matters that are properly brought before the meeting, your proxyholder has the discretion to vote on the matter using their best judgment.

Non-registered shareholders

QUESTIONS?

If you have questions about voting, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors:

By phone

1-888-518-6813 (toll-free within North America)

1-416-867-2272 (collect call outside North America)

By e-mail

contactus@kingsdaleadvisors.com

Registered and non-registered shareholders can attend the meeting and vote

shares in real time, or you may appoint someone other than the Gildan representatives named on your proxy form to be your proxyholder to attend the meeting and vote your shares on your behalf. The steps to attend, vote, and ask questions at the meeting are set out below for both registered and non-registered shareholders.

Registered shareholders

Only registered shareholders or the persons they appoint as their proxyholders are permitted to vote at the meeting and ask questions.

Your control number allows you entry into the meeting.

If you want to appoint someone to be your proxyholder, follow the two-step process below:

Step 1 – Print the name of that person or entity in the blank space provided on the proxy form sent to you, complete your voting instructions, and then return the form in one of the ways indicated on the form (see page 10).

Step 2 – Then register your third-party proxyholder to receive an invite code so they can participate in the meeting. Go to http://www.computershare.com/gildan before 10:00 a.m. EDT on May 2, 2023 to provide Computershare with the proxyholder’s contact information so they can send an e-mail to the proxyholder with an invite code to participate in the meeting.

Non-registered shareholders

As a non-registered or beneficial shareholder, you can appoint yourself as proxyholder or another person to attend, vote, or ask questions at the meeting. You cannot use your voting instruction form to vote directly at the meeting.

Follow the two-step process below:

Step 1 – Print your own name to appoint yourself as proxyholder or the person you wish to appoint as your proxyholder in the space provided on the voting instruction form sent to you, and carefully follow the instructions provided by your intermediary. Be sure to send the form right away so they receive it and can act on the information before their deadline.

PLEASE NOTE

To participate in the online meeting:

•  registered shareholders must have a control number

•  duly appointed proxyholders (including non-registered shareholders appointing themselves as proxyholder) must have an invite code they received via e-mail from our transfer agent. Requests for invite codes must be submitted to our transfer agent before 10:00 a.m. EDT on May 2, 2023. The invite code allows duly appointed proxyholders to attend, vote, and ask questions at the meeting. Otherwise, they can only attend the meeting as a guest and listen to the proceedings.

QUESTIONS?

If you have questions about participating in the meeting and voting your shares in real time, please call our transfer agent and registrar, Computershare Investor Services Inc.:

1-800-564-6253

(toll-free in North America)

1-514-982-7555

(outside North America)

You must also obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form if you have not received one. Submit your completed legal proxy form to our transfer agent.

Requests for registration from non-registered shareholders located in the United States who wish to vote at the meeting or, if permitted, appoint a third-party as their proxyholder must send their request in writing:

By e-mail to USLegalProxy@computershare.com, or

By courier to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1.

Our 2023 annual and special meeting of shareholders will be held virtually via live audio webcast.

Participating in the meeting means you can attend, vote, and ask questions at the meeting.

We recommend that you log in at least one hour before the meeting starts so you have ample time to check in and complete any procedures. The meeting will begin promptly at 10:00 a.m. EDT on May 4, 2023, unless it is postponed or adjourned.

You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported.

TECHNICAL DIFFICULTIES?

If you experience technical difficulties during the check-in process or during the meeting, please call:

1-888-724-2416

(toll-free in North America)

1-781-575-2748 (outside North America, long distance charges will apply)

Log in online at

If you are a registered shareholder

If you are an appointed proxyholder

If you are a guest

voting again by phone or on the internet or by sending in a new completed proxy form with a later date before the deadline specified on page 10 (the most recently dated voting instructions will be counted and voting instructions with a prior date will be disregarded)

by sending a notice in writing to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1. The notice must be from you, or a person authorized to sign on your behalf, and must be received by Computershare before 10:00 a.m. EDT on May 2, 2023, the last business day before the meeting

by any other matter permitted by law.

How to request paper copies

Shareholders can request a free paper copy of this circular and/or our annual consolidated financial statements up to one year from the date this circular was filed on SEDAR (www.sedar.com).

Before the meeting

After the meeting

Call Computershare Investor Services Inc.:

1-866-964-0492 (toll-free in North America)

1-514-982-8716 (outside North America)

Request the items online on our website: (www.gildancorp.com).

ABOUT THE SHAREHOLDER MEETING

You will receive the 2022 annual consolidated financial statements for the fiscal year ended January 1, 2023 together with the auditors’ reports. You can find a copy of our 2022 annual consolidated financial statements on our website (www.gildancorp.com) as well as on SEDAR

(www.sedar.com) and EDGAR (www.sec.gov).

Please note that this is a non-voting item.

The board recommends

you vote FOR the

appointment of KPMG

as Gildan’s independent

auditors.

KPMG has served as Gildan’s auditors since fiscal 1996. In assessing whether to recommend KPMG for reappointment, the board carefully considered both the benefits and potential risks of having a long-tenured auditor. The Audit committee examined the measures in place to ensure the independence of the auditors and to safeguard against any potential institutional familiarity that may impede the ability of the auditors to exercise appropriate professional skepticism. This included a review of the Audit committee’s oversight procedures, such as the annual auditor evaluation and the use of audit quality indicators. The board also engaged with several of our largest institutional shareholders to gain their perspectives on the matter and to solicit feedback. At this time, the board deems the benefits of KPMG’s strong knowledge of Gildan’s business and processes, as well as KPMG’s commitment to independence and audit quality, to exceed any potential audit quality risks resulting from KPMG’s tenure. Gildan is committed to best practices in corporate governance and reporting, and auditor independence is closely monitored by the Audit committee in accordance with the procedures described below. The board will continue to reassess these benefits and risks every year as well as its approach and governance in this area.

The mandate further sets out the responsibilities of the Audit committee

including, but not limited to:

•  monitoring the external auditors (conducting performance evaluations, overseeing relationships with Gildan, and overseeing direct reporting and accountability of the external auditors)

•  reviewing and pre-approving the services provided by the external auditors and the fees paid to them

•  ensuring that non-audit services do not include any prohibited services, and that there are no pre-approvals of services more than 12 months in advance.

The Audit committee reviews auditor independence and the performance of the external auditors every year based on several criteria. These criteria include (i) independence, objectivity, and professional skepticism, (ii) quality of the engagement team, (iii) communications between the Audit committee and the external auditor, (iv) quality of service (including consideration of audit quality

PROHIBITED SERVICES

The external auditors are prohibited from providing certain non-audit services. These include bookkeeping, tax planning, tax advisory services, financial information systems design and implementation, appraisal or valuation, actuarial services, internal audit outsourcing services, management functions, human resources, broker-dealer, investment advisor or investment banking services, legal services, and expert services unrelated to the audit.

Audit fees

Includes professional services provided for the annual audit of our consolidated financial statements and the quarterly reviews of our interim financial statements, services provided in connection with statutory and regulatory filings or engagements, and services provided for private placement/offering memorandum. Also includes fees relating to KPMG’s audit of the effectiveness of Gildan’s internal control over financial reporting

Audit-related fees

For translation services, and agreed-upon other procedures reporting in both years, and ESG assurance in 2022 only

Tax fees

For services for tax compliance, including assistance with the preparation and review of tax returns, and the preparation of annual transfer pricing studies

Other fees

For services outside of the categories listed above

Total

You will vote on electing ten directors to our board for a term of one year. All of the nominees are qualified and experienced and currently serve on the board. After serving for over 12 years, Russell Goodman has decided not to stand for re-election and will retire from the board at the end of the 2023 annual and special meeting of shareholders.

The board recommends

you vote FOR each
nominated director.

Our shareholder rights plan has been in place since 2010 and is designed to limit acquisitions that are exempt from the formal take-over bid requirements and to ensure that all shareholders are treated fairly in connection with any take-over bid or other acquisition

The board recommends

you vote FOR the
shareholder rights plan.

The previous shareholder rights plan was adopted by the board on December 1, 2010, and approved and ratified by the shareholders at our annual meeting on February 9, 2011, and subsequently renewed for additional three-year periods at our annual meetings on February 6, 2014, May 4, 2017, and April 20, 2020.

The shareholder rights plan is designed to encourage a potential acquiror who makes a take-over bid to proceed either by way of a permitted bid (which requires a take-over bid to satisfy certain minimum standards designed to promote fairness), or with the concurrence of Gildan’s board. If a take-over bid does not meet these minimum standards and the shareholder rights plan is not waived by the board, the shareholder rights plan provides that holders of Gildan common shares, other than the acquiror (or any affiliate or associate of the acquiror or any person acting jointly

NOTE

The shareholder rights plan is not expected to interfere with our day-to-day operations. The continuation of the existing outstanding rights and the issuance of additional rights in the future will not in any way alter our financial condition, impede our business plans, or alter our financial statements. See Appendix B beginning on page 105 for more information.

The board recommends you vote FOR the two amendments to our LTIP.

to increase the amount of Gildan common shares authorized for issuance under the LTIP

to revise the amendment provisions for the LTIP in order to align with current best practices and recently adopted equity incentive plans and to meet the requirements of the stock exchanges where Gildan shares are listed.

Maximum Gildan shares reserved for issuance as of March 6, 2023

LESS Gildan shares issued and subject to options and Treasury RSUs outstanding as of March 6, 2023

Gildan shares available for future grants of options or Treasury RSUs as of March 6, 2023

PLUS the proposed increase in Gildan shares reserved for issue (approximately 1.0% of our total shares issued and outstanding as of March 6, 2023)

Gildan shares available for future grants of options or Treasury RSUs if amendment to the LTIP is approved

Proposed increase in Gildan shares reserved for issuance under the LTIP share reserve

Total number of Gildan shares reserved for issuance under our LTIP, including the proposed increase

Amend the amendment provision to specify that the board will be required to obtain shareholder approval for the following types of amendments to the LTIP:

any amendment to increase in the maximum number of common shares that may be issuable to insiders at any time according to the insider participation limit set out in the LTIP

any amendment to make any further amendment to the amendment provisions of the LTIP.

shareholder approval will not be required for an increase in the maximum number of shares for which options or Treasury RSUs may be granted under the LTIP, or a reduction in the exercise price with respect to an option or cancellation and re-issuance of options or other entitlements to the same participant so as to in effect, reduce the exercise price, in each case if the increase or reduction results from an adjustment made in accordance with the adjustment provision contained in the LTIP applicable to certain corporate events,

shareholder approval will be required for any amendment that may permit the introduction or reintroduction of non-employee directors on a discretionary basis, and

shares held directly or indirectly by insiders benefiting from any amendments requiring shareholder approval under the LTIP shall be excluded when obtaining such shareholder approval.

Amend the amendment provision to specify that the board will be authorized to make the following amendments to the LTIP without obtaining prior shareholder approval:

any amendment to accelerate the time of exercise of outstanding options or the time of vesting of an award issuable under the LTIP

any amendment to postpone the expiry date (with respect to options) or the vesting date of awards issuable under the LTIP, provided that no option or award may be extended beyond its original expiry date

any amendment to the terms and conditions of grants of an award issuable under the LTIP (including any vesting provision, performance objective, as applicable, quantity, type of award, grant date, vesting periods, settlement date, and other terms and conditions with respect to the awards)

any amendment to the terms regarding the termination of employment or engagement of an eligible participant under the LTIP

any amendment to the definition of an eligible participant under the LTIP, it being understood that, as applicable, any amendment aimed at expanding the scope of persons that may be eligible under the LTIP will not be made without obtaining the approval of the shareholders of the Company

any amendment to the provisions of the LTIP relating to the administration of the plan

any amendment necessary to comply with applicable law, any accounting, tax, or auditing requirements, or the requirements of any stock exchange where our common shares are listed or any other regulatory body

any amendment of a “housekeeping” nature, including any such changes or corrections which, in the opinion of the board, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, or to respond to change in legislation, regulation, stock exchange rules, or accounting, tax, or auditing requirements

any amendment to add a provision permitting the grant of options or Treasury RSUs settled otherwise than with common shares issued from treasury

any amendment to add a cashless exercise feature or net exercise procedure, a form of financial assistance, or clawback or recoupment to the LTIP

any other amendment that does not explicitly require the approval of shareholders according to the terms of the LTIP.

We seek your advisory approval on Gildan’s current approach to executive compensation. Throughout the year, we meet with many of our large institutional shareholders to have a constructive dialogue with respect to governance, including the opportunity to ask questions regarding our approach to executive compensation and the objectives and principles underlying the executive compensation decisions. The annual advisory vote on executive compensation also provides regular and formal feedback to the HR committee and the board on this matter.

The board recommends you vote FOR our approach to executive compensation as described in this circular.

On March 2, 2023, Gildan management met with the representatives of BCGEU to engage with the shareholder on the subject areas raised by the proposal, including Gildan’s sustainability-linked loan and Next Generation ESG strategy, and to share highlights of the Company’s current practices and approach to human rights and employee health and safety.

The board recommends you vote AGAINST the shareholder proposal for the reasons explained in Appendix E beginning on page 116.

Shareholder proposals

If you want to submit a proposal for shareholders who are entitled to vote at our next annual meeting, you must send your proposal in writing to Gildan. We must receive your shareholder proposal between December 6, 2023 and February 3, 2024 for our 2024 annual meeting of shareholders.

Send your shareholder proposal to the Corporate Secretary, Gildan Activewear Inc., 600 de Maisonneuve Boulevard West, 33rd Floor, Montréal, Québec, Canada H3A 3J2.

    Lakewood Ranch,

    Florida,

    United States

    Age: 67

    Skills and experience

    •  Strategy and risk
       management

    •  Global growth and
       operations

    •  Accounting and financial

    •  Supply chain and
       distribution

    •  Corporate governance

       and regulatory

DONALD C. BERG (Chair of the Board)

Corporate director

Gildan director since February 2015 | Independent

2022 voting results: 99.85% for

Donald C. Berg is President of DCB Advisory Services, providing consulting services to food and beverage companies ranging from multi-national conglomerates to start-up companies. Mr. Berg retired in April 2014 as Executive Vice President, Chief Financial Officer at Brown-Forman Corporation, a US-based producer and marketer of fine quality beverage alcohol brands and one of the largest companies in the global wine and spirits industry. Mr. Berg’s career at Brown-Forman Corporation spanned over 25 years, where he held various executive positions including as President of its Advancing Markets Group, President of Brown-Forman Spirits Americas, the company’s largest operating group, head of its corporate development and strategy functions, and director of its mergers and acquisitions group. Prior to joining Brown-Forman, Mr. Berg has held a wide variety of finance, sales and marketing roles with respected national and international firms after beginning his career as a certified public accountant with Ernst & Whinney (now Ernst & Young). Mr. Berg is a past member of the board of directors of Meredith Corporation (from 2012-2021), a publicly held media and marketing company, where he was also chair of the Audit and Finance Committee (2017-2021). Mr. Berg also serves on the board of Beam Suntory International, the third largest global spirits company wholly owned by Tokyo-based Suntory Holdings Group, where he sits on the Executive Nominating and Compensation Committee.

Mr. Berg holds a Master of Business Administration degree from the Wharton School of Business and earned his Bachelor of Arts degree in Accounting and Business Administration from Augustana College in Illinois.

2022 Meeting attendance¹

Board

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

—

1. The Chair of the Board is not a member of any board committee. Mr. Berg attends all committee meetings on a non-voting    basis.

    Westmount, Québec,

    Canada

    Age: 64

    Skills and experience

    •  Corporate governance

       and regulatory

    •  Environment and

       sustainability

    •  Strategy and risk

       management

    •  Accounting and

       financial

    •  Human capital

       management and
       compensation

MARYSE BERTRAND

Corporate director

Gildan director since May 2018 | Independent

2022 voting results: 91.74% for

Maryse Bertrand has had a long career in law and business. Ms. Bertrand is currently an advisor in governance and risk management and is a corporate director. Ms. Bertrand is a member of the Board of Directors of National Bank of Canada, Canada’s sixth largest retail and commercial bank, of PSP Investments, one of Canada’s largest pension investment managers, and of Metro Inc., a leader in the grocery and pharmaceutical distribution sectors in Canada, where she chairs the Governance and Corporate Responsibility Committee.

From 2016 to 2017, she was Strategic Advisor and Counsel to Borden Ladner Gervais LLP, in matters of risk and governance. From 2009 to 2015, she was Vice-President, Real Estate Services, Legal Services and General Counsel at CBC/Radio-Canada, Canada’s public broadcaster, where she was responsible for the real estate and health, safety and environment portfolios and chaired the National Crisis Management Committee. Prior to 2009, Ms. Bertrand was a partner of Davies Ward Phillips and Vineberg LLP, where she specialized in M&A and corporate finance and served on the firm’s National Management Committee. Ms. Bertrand is the Chair of the Board of Governors of McGill University and the past Chair of the Board of the Institute of Corporate Directors (Québec Chapter).

She was named as Advocatus emeritus (Ad. E.) in 2007 by the Québec Bar in recognition of her exceptional contribution to the legal profession. Ms. Bertrand holds a law degree from McGill University (with High Distinction) and a Master in Risk Management degree from New York University, Stern School of Business.

2022 Meeting attendance

Board

Audit and finance committee

Corporate governance and social responsibility committee (chair)

Gildan shareholdings (at fiscal year-end)

Year

Deferred share

units (DSUs)

Total shares

and DSUs

Total market

value

Meets share

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

Metro Inc. (since 2015)

National Bank of Canada (since 2012)

    India

    Age: 62

    Skills and experience

    •  Manufacturing

       operations

    •  Supply chain and

       distribution

    •  Environment and

       sustainability

    •  Global growth and

       operations

    •  Strategy and

       risk management

DHAVAL BUCH

Corporate director

Gildan director since February 2022 | Independent

2022 voting results: 98.55% for

Dhaval Buch is currently a senior advisor with Blackstone Private Equity and to the Mahindra group, a large India-headquartered multinational with interests in automobile, farm and finance industries. He is also a senior advisor to Alvarez and Marsal, a global consulting firm, in their Southeast Asia practice. Prior to this, Mr. Buch had a 35-year career as a business leader with Unilever where he last served as the Global Chief Procurement Officer for the company responsible for buying approximately $40 billion of materials and services. In this role, he was also responsible for driving Unilever’s goal of “100% sustainable sourcing of materials”. In his career with Unilever, Mr. Buch ran the Unilever supply chain for Asia and Africa (consisting of approximately 120 factories and a similar number of distribution centres). He also held positions of increasing responsibility in Hindustan Unilever Limited (a listed Unilever subsidiary in India) culminating in his running the supply chain for South Asia and serving as an Executive Director on the Board of Hindustan Unilever Limited. Mr. Buch is a mechanical engineer and holds a Bachelor of Engineering degree from the Indian Institute of Technology, Delhi, India.

2022 Meeting attendance

Board

Audit and finance committee

Corporate governance and social responsibility committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

February
2027 to meet
the
requirements
(see page 54)

2021

Change

Other public company boards (last five years)

EPL Limited (since 2021)

Risk Management Committee (chair) and Corporate Social Responsibility
Committee

    Toronto, Ontario,

    Canada

    Age: 69

    Skills and experience

    •  Sales and marketing

    •  Global growth and

       operations

    •  Human capital

       management and

       compensation

    •  Strategy and risk

       management

    •  Manufacturing
       operations

MARC CAIRA

Corporate director

Gildan director since May 2018 | Independent

2022 voting results: 96.92% for

Marc Caira serves on the Board of Directors of Minto Group, a private real estate developer, and the University Health Network Foundation. Previously, Mr. Caira served as the Vice-Chairman of the Board of Directors of Restaurant Brands International Inc., a multinational quick service restaurant company, from 2014 to 2020. He also was President and Chief Executive Officer of Tim Hortons Inc., a multinational fast-food restaurant, from 2013 to 2014, as well as a member of the Executive Board of Nestlé S.A. in Switzerland, a transnational food and beverage company and Chief Executive Officer of Nestlé Professional. Mr. Caira holds an Advanced Diploma in Marketing Management from Seneca College, Toronto and is a graduate of the Director Program at The International Institute for Management Development, Lausanne, Switzerland.

2022 Meeting attendance

Board

Audit and finance committee

Corporate governance and social responsibility committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

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    Westmount, Québec,

    Canada

    Age: 61

    Skills and experience

    •  Strategy and risk
       management

    •  Manufacturing

       operations

    •  Textile and apparel

       industry

    •  Supply chain and

       distribution

    •  Sales and marketing

GLENN J. CHAMANDY (President and Chief Executive Officer)

Gildan management and entrepreneur

Gildan director since May 1984 | Not independent

2022 voting results: 99.32% for

Glenn J. Chamandy is one of the founders of Gildan Activewear Inc. and has devoted his entire career to building Gildan into an industry leader. Mr. Chamandy has been involved in various textile and apparel businesses for over 30 years. Prior to his appointment as President and Chief Executive Officer in 2004, the position which he currently holds, Mr. Chamandy served as a Co-Chief Executive Officer and Chief Operating Officer of Gildan.

2022 Meeting attendance¹

Board

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

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    Estero, Florida, United

    States

    Age: 62

    Skills and experience

    •  Human capital

       management and

       compensation

    •  Strategy and risk
       management

    •  Digital and technology

    •  Global growth and

       operations

    •  Environment and
       sustainability

SHIRLEY E. CUNNINGHAM

Corporate director

Gildan director since February 2017 | Independent

2022 voting results: 97.90% for

Shirley E. Cunningham has had a career in information technology and business management spanning over 25 years. Ms. Cunningham retired in 2018 from her position as Executive Vice-President and Chief Operating Officer, Ag Business and Enterprise Strategy, for CHS Inc., a global energy, grains and foods company. While at CHS Inc., Ms. Cunningham served on the Board of Directors for (i) Ventura Foods, LLC, a joint venture of CHS and Mitsui & Co., Ltd., (ii) Ardent Mills, LLC, a joint venture between CHS, Cargill Inc. (Cargill) and Conagra Brands, Inc., and (iii) TEMCO, LLC, a joint venture between CHS and Cargill. Prior to joining CHS Inc. in 2013, Ms. Cunningham was the Chief Information Officer for Monsanto Company, a global agriculture company. Ms. Cunningham currently serves on the Board of Directors of Kemira Oyj, a Finnish-based global chemicals company providing innovative and sustainable solutions for improving water, energy and raw material efficiencies. She holds a Master in Business Administration degree from Washington University in St. Louis.

2022 Meeting attendance

Board

Compensation and human resources committee (chair)

Corporate governance and social responsibility committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

Kemira Oyj (2017-2023)

    Miami, Florida, United

    States

    Age: 63

    Skills and experience

    •  Global growth and

       operations

    •  Sales and marketing

    •  Strategy and risk

       management

    •  Human capital
       management and

       compensation

    •  Digital and technology

CHARLES M. HERINGTON

Corporate director

Gildan director since May 2018 | Independent

2022 voting results: 96.53% for

Charles M. Herington is the Chief Operating Officer, Vice-Chairman and President of Global Operations at Zumba Fitness LLC. Mr. Herington sits on the Board of Directors of Molson Coors Beverage Company (NYSE: TAP). Mr. Herington is also a member of the boards of the following privately held companies: Quirch Foods (where he acts as Chairman); HyCite Enterprises; and Accupac. From 2006 to 2012, Mr. Herington served as Executive Vice-President of Developing and Emerging Markets Group at Avon Products Inc. Prior to that, he was President and Chief Executive Officer of America Online (AOLA) Latin America and, before that, Division President at Pepsico Restaurants Latin America. Mr. Herington began his career in brand management at Procter & Gamble Co. Mr. Herington received his Chemical Engineering degree from Instituto Tecnológico y de Estudios Superiores de Monterrey.

2022 Meeting attendance

Board

Corporate governance and social responsibility committee

Compensation and human resources committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

Molson Coors Beverage Company (since 2005)

    Montréal, Québec,

    Canada

    Age: 63

    Skills and experience

    •  Accounting and

       financial

    •  Strategy and risk
       management

    •  Manufacturing

       operations

    •  Supply chain and

       distribution

    •  Global growth and
       operations

LUC JOBIN

Corporate director

Gildan director since February 2020 | Independent

2022 voting results: 97.22% for

Luc Jobin has had a career as a business leader in Canada spanning over 30 years. Mr. Jobin retired from Canadian National Railway Company, a leading North American transportation and logistics company, where he served as President and Chief Executive Officer from 2016 to 2018 and as Executive Vice-President and Chief Financial Officer from 2009 to 2016. Prior to that, from 2005 to 2009, Mr. Jobin was Executive Vice-President of Power Corporation of Canada, a Canadian multinational diversified management and holding company with interests in the financial services, asset management, sustainable and renewable energy and other business sectors. Previously, from 2003 to 2005, Mr. Jobin was Chief Executive Officer of Imperial Tobacco Canada, a subsidiary of British American Tobacco p.l.c., a multinational cigarette and tobacco manufacturing company, as well as Executive Vice-President and Chief Financial Officer, from 1998 to 2003. Mr. Jobin has been recently appointed Chairman of British American Tobacco p.l.c., where he also chairs the Nominations Committee. From 2019 to 2021, he was a member of the Board of Directors of Hydro-Québec, a public utility company that manages the generation, transmission and distribution of electricity in Québec. Mr. Jobin is a Chartered Professional Accountant and he received a Graduate Diploma in Public Accounting from McGill University as well as a Bachelor of Science degree from Nova Southeastern University.

2022 Meeting attendance

Board

Audit and finance committee (chair)

Compensation and human resources committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

British American Tobacco p.l.c. (since 2017)

    Red Hook, New York,

    United States

    Age: 62

    Skills and experience

    •  Textile and apparel

        industry

    •  Sales and marketing

    •  Global growth and

       operations

    •  Strategy and risk

       management

    •  Human capital
       management and
       compensation

CRAIG A. LEAVITT

Corporate director

Gildan director since May 2018 | Independent

2022 voting results: 98.91% for

Craig A. Leavitt has had a career as a business leader in the retail and fashion sector that spans over 30 years. Mr. Leavitt most recently served as Chief Executive Officer of Kate Spade & Company, a designer and marketer of fashion accessories and apparel, from 2014 to 2017, where he oversaw all aspects of the Kate Spade New York and Jack Spade businesses and was a member of Kate Spade’s Board of Directors. He first joined Kate Spade in 2008 as Co-President and Chief Operating Officer and was named Chief Executive Officer in 2010. Mr. Leavitt led the successful $2.4 billion divestiture of Kate Spade & Company to Coach, Inc. in 2017 and integrated his team into the new company. Previously, Mr. Leavitt was President of Global Retail at Link Theory Holdings, a company that manufactures and sells contemporary clothing and accessories for men and women. At Link Theory Holdings, Mr. Leavitt was responsible for merchandising, operations, planning, allocation and real estate for the Theory and Helmut Lang retail businesses. He also spent several years at Diesel, an Italian retail clothing company, where he was most recently Executive Vice-President of Sales and Retail, and he spent 16 years at Polo Ralph Lauren, known for its clothing, marketing and distribution of products in apparel, home accessories and fragrances, where he held positions of increasing responsibility, including Executive Vice-President of Retail Concepts. Mr. Leavitt serves on the Board of Directors of Build-A-Bear Workshop Inc., a global, interactive retail destination for creating customizable stuffed animals, where he is Non-Executive Chair.

Mr. Leavitt holds a Bachelor of Arts degree from Franklin & Marshall College.

2022 Meeting attendance

Board

Audit and finance committee

Compensation and human resources committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

Build-A-Bear Workshop Inc. (since 2018)

    Trois-Rivières, Québec,

    Canada

    Age: 61

    Skills and experience

    •  Digital and technology

    •  Sales and marketing

    •  Strategy and risk
       management

    •  Textile and apparel

        industry

    •  Human capital

       management and

       compensation

ANNE MARTIN-VACHON

Corporate director

Gildan director since February 2015 | Independent

2022 voting results: 97.70% for

Anne Martin-Vachon is the Senior Vice-President, Sales and Chief Retail Officer for Rogers Communications Inc., a leading technology and media company providing wireless, residential and media services to Canadians and Canadian businesses. Prior to her appointment in September 2019, Ms. Martin-Vachon served as President of Today’s Shopping Choice, a division of Rogers Media for over three years. Before joining Rogers, Ms. Martin-Vachon held various executive positions in the consumer packaged goods and retail industry, including Chief Merchandising, Planning and Programming Officer at HSN, Inc., a leading interactive multi-channel entertainment and lifestyle retailer; Chief Marketing Officer at Nordstrom, Inc., a leading fashion specialty retailer operating 293 stores in 38 US states; Chief Executive Officer at Lise Watier Cosmétiques, Inc., a Canadian-based beauty and skincare company; and Chief Marketing Officer at Bath & Body Works, LLC, which operates retail stores for personal care products. Ms. Martin-Vachon began her career at The Procter & Gamble Company, a multinational consumer goods company, where she spent more than 20 years in a variety of leadership positions across the company’s portfolio of beauty, personal care and household brands. She also serves as Chair of the Board of the Retail Council of Canada. Ms. Martin-Vachon holds a Master of Business Administration degree from McGill University and earned her Bachelor of Arts degree in business administration at the University of Québec in Trois-Rivières.

2022 Meeting attendance

Board

Corporate governance and social responsibility committee

Compensation and human resources committee

Gildan shareholdings (at fiscal year-end)

Year

units (DSUs)

and DSUs

value

ownership

requirements

2022

2021

Change

Other public company boards (last five years)

–