Voting and Proxy Information

Letter to Shareholders

Proxy Summary

Item  1: Election of Directors

Resolution for Shareholder Approval

Director Nominees

Director Meeting Attendance

Outside Director Compensation

Director Compensation Practices

Corporate Governance Practices

Board Committees

ESG Oversight & Focus

Item  2: Advisory Vote on Executive Compensation

Shareholder Advisory Vote on Executive Compensation

Compensation Discussion & Analysis

Compensation Practices

Pay-for-Performance Framework

Compensation Governance

Our Named Executive Officers

Elements of Compensation

Named Executive Officers’ Compensation

Summary Compensation Table

Other Compensation Information

Item  3: Appointment of Auditors

Resolution for Shareholder Approval

Audit and Other Fees

Other Information

Appendices

A: Mandate of the Board of Directors

B: Long-Term Incentives

Solicitation of Proxies:

Notice of Meeting and Meeting Materials

Page 2

Appointment  & Registration of Proxies:

Naming a Proxy to Vote on Your Behalf

Pages 4 - 5

Voting Instructions:

How to Vote as a Registered and Non-Registered Shareholder

Pages 6 - 8

Participation in the Meeting:

Attending the Meeting as a Registered and Non-Registered Shareholder

Pages 9 - 10

Meeting Item

The Circular

Notice of Meeting with Information on how

to Access Meeting Materials Online

The Annual Consolidated
Financial Statements

Form of Proxy (Registered Shareholders)

or

Voting Instruction Form⁴
(Non-Registered Shareholders)

How to Request a Paper Copy of the Circular and Annual Consolidated Financial Statements:

Before the Meeting: By contacting Gildan’s transfer agent and registrar Computershare Investor Services Inc. (the “Transfer Agent”), by telephone at 1-866-964-0492 (toll-free in North America) or 1-514-982-8716 (outside North America).

After the meeting: Requests may be made via our website at www.gildancorp.com

The persons named as proxyholders in the enclosed form of proxy are directors and officers of the Company (the “Gildan proxyholders”).

Each shareholder has the right to appoint a person other than the Gildan proxyholders to represent such shareholder at the Meeting. In order to appoint such other person, the shareholder should insert such person’s name in the blank space provided on the form of proxy and delete the names printed thereon or complete another proper form of proxy and, in either case, deliver the completed form of proxy to the Transfer Agent in accordance with the instructions set out in this Circular.

Shareholders who wish to appoint someone as their proxy and vote their Common Shares other than the Gildan proxyholders named in the form of proxy or voting instruction form, and

Non-Registered Shareholders who wish to appoint themselves as their proxy to attend, participate, vote or ask questions at the Meeting.

Appointment: Submit the form of proxy or voting instruction form, as applicable, appointing themselves or a third party proxyholder as their proxy;

Registration: Register themselves or that third party proxyholder online.

Insert your own name in the space provided on the voting instruction form sent to you by your Intermediary (as defined below), follow all the applicable instructions provided by your Intermediary AND register yourself as your proxy. By doing so, you are instructing your Intermediary to appoint you as your proxy. It is important that you comply with the signature and return instructions provided to you by your Intermediary.

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. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to the Transfer Agent.

Requests for registration from Non-Registered Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party as their proxy must be sent by e-mail at USLegalProxy@computershare.com or by courier to: Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1, and in both cases, must be labeled “Legal Proxy” and received no later than 10:00 a.m. EDT on the second business day preceding the day of the Meeting.

Registered Shareholder

Non-Registered Shareholder

You are a Registered Shareholder if your Common Shares are registered directly in your name with our Transfer Agent.

You are a Non-Registered Shareholder if the Common Shares you beneficially own are registered either:

You may hold your Common Shares in the form of a physical share certificate or through the direct registration system (DRS) on the records of our Transfer Agent in electronic form.

(i) in the name of an intermediary that you deal with in respect of your Common Shares (an “Intermediary”), such as securities dealers or brokers, banks, trust companies and trustees or administrators of self-administered RRSPs, TFSAs, RRIFs, RESPs and similar plans, or

(ii) in the name of a clearing agency of which the Intermediary is a participant.

Registered Shareholder

Voting Instructions

Voting at the Meeting

Revocation

Follow instructions below in the Section entitled “How to Vote (Registered Shareholders)”.

Only Registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting.

By voting again in accordance with the instructions or by voting at the Meeting online.

If you voted by proxy, you can revoke your voting instructions by providing notice.⁷

Questions?

Contact Computershare Investor Services Inc., our Transfer Agent, at 1-800-564-6253 (toll free in North America) or 1-514-982-7555 (outside North America), for any voting questions.

Non-Registered Shareholder⁸

Voting at the Meeting

Revocation

Carefully follow the instructions of your Intermediary, including those regarding when, where and by what means the voting instruction form or proxy form must be delivered.

Intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Circular.

If you are a Non-Registered Shareholder and wish to vote at the Meeting, you have to duly appoint yourself as your proxy by inserting your own name in the space provided on the voting instruction form sent to you and you must follow all of the applicable instructions, including the deadline, provided by your Intermediary.

You may revoke voting instructions by written notice to the Intermediary.

Contact your Intermediary to find out how to change or revoke your voting instructions and to understand any associated timing requirements.⁹

Questions?

Contact your Intermediary directly.

How to Vote (Registered Shareholders)

Voting at the Meeting

Registered Shareholders may vote at the Meeting by completing a ballot online during the Meeting.

Voting by proxy

before the Meeting

What you need to do:

Select one of the three methods below (on the next page) and follow the instructions.

What happens:

The Gildan proxyholders named in the enclosed form of proxy will vote (or withhold from voting) in accordance with your instructions.¹⁰

See section on Appointment of Proxy.

Voting by Proxy Before the Meeting is the Easiest Way to Vote

Voting by proxy before the Meeting – Registered Shareholders

Telephone

Voting¹¹

Internet

Voting

Return Your Form

of Proxy by Mail

How?

You may vote by calling the toll- free telephone number 1-866-732-VOTE (8683).

You may vote by logging on to the website indicated on the form of proxy (www.investorvote.com).

You may vote by completing, signing and returning the form of proxy in the postage-paid envelope provided.

What you

will need?

Your Control Number (printed on the form of proxy).

Your Control Number (printed on the form of proxy).

A completed form of proxy and the postage-paid envelope provided.

How

to do this?

Follow the prompts that allow you to vote your Common Shares and confirm that your instructions have been properly recorded.

Follow the prompts that allow you to vote your Common Shares and confirm that your instructions have been properly recorded.

Complete your form of proxy or voting instruction form in accordance with the instructions.

Voting

Deadline

All Proxies must be received by the Transfer Agent (below) no later than 10:00 a.m. EDT on the second business day preceding the day of the Meeting.¹²

Address

of Transfer

Agent

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

Voting

Questions?

Shareholders who have any questions should contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-518-6813 (toll-free within North America) or 1-416-867-2272 (collect call outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

Click where it indicates “Shareholder” and enter your Control Number or if you are an appointed proxyholder, Click on “Invitation” and enter your Invite Code (see below). If you are a guest, Click on “Guest” and complete the online form (see below).

Registered Shareholder

Non-Registered Shareholder

Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who appointed themselves as proxyholder) who participate in the Meeting online will be able to:

-  Attend, participate and vote at the Meeting.

Non-Registered Shareholders who have not appointed themselves as proxyholder and participate in the Meeting online will be able to:

-  Attend as “Guests”.

-  Guests can listen to the Meeting but are not able to vote or ask questions.

Where can I find my Control Number or Invite Code?

The Control Number is located on the form of proxy.

The Transfer Agent will provide the proxyholder with an Invite Code by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” above.

All references to the “Meeting” include the Meeting or any adjournment thereof.

As defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI-54-101”). Notice-and-access gives shareholders more choice, substantially reduces Gildan’s printing and mailing costs, and is more environmentally friendly as it reduces materials and energy consumption.

See section entitled “Voting Information” for assistance in determining if you are a Registered or Non-Registered Shareholder. This Circular and the Annual Consolidated Financial Statements of the Company are also available on Gildan’s website at www.gildancorp.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Unless the shareholder has elected to receive electronically.

To the knowledge of the directors and officers of the Company, according to the latest publicly available information, no person owns beneficially, directly or indirectly, or exercises control or direction over, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company, as at March 8, 2022.

This means that if more than half the votes that are cast at the Meeting are in favour, then the resolution passes.

Notice may be given at any time up to and including the last business day preceding the day of the Meeting by (i) sending a notice in writing (from you or a person authorized to sign on your behalf) to the Transfer Agent (Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1) or (ii) any other manner permitted by law.

In accordance with NI 54-101, the Company has distributed copies of the Notice of Meeting and notice of availability of proxy materials to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. Intermediaries are required to forward such notices to Non-Registered Shareholders, and often use a service company (such as Broadridge or Computershare in Canada) for this purpose. Non-Registered Shareholders cannot use a voting instruction form received from Broadridge or Computershare to vote directly at the Meeting. If you have questions on how to exercise voting rights carried by Common Shares held through an Intermediary, please contact your Intermediary directly. For Objecting Non-Registered Shareholders, management of the Company does not intend to pay for an Intermediary to deliver the Meeting Materials to Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about them to the Company (“Objecting Non-Registered Shareholders”). In this regard, Objecting Non-Registered Shareholders will not receive the Meeting Materials unless the Objecting Non-Registered Shareholder’s Intermediary assumes the costs of delivery.

Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out here.

The Common Shares represented by the proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called and that, if you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly.

If you vote by telephone, you may not appoint a person as your proxy other than the Gildan proxyholders named in the form of proxy or voting instruction form.

Your Common Shares will be voted in accordance with your instructions as indicated on the proxy. The Company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Lastly, you may also notice we have made some changes in the structure and format of this Circular to improve the clarity and accessibility of the information. We encourage you to read the proxy carefully. Your vote is important.

We look forward to your participation in the Annual Meeting of Shareholders. If you cannot participate in the live webcast, please promptly send your completed proxy form to us by mail, telephone or via the internet.

Sincerely,

Donald C. Berg

Chair of the

Board of Directors

Glenn J. Chamandy

President and

Chief Executive Officer

Voting Matter

Information

1.   Election of eleven (11) Directors

Page 18

2.  Advisory Resolution to Approve Executive Compensation

Page 45

3.  Approval of KPMG as Independent Auditors

Page 88

◆ 

Voting Item 1 – Election of Directors

  Director  

  Since  

  Board & Committee  

  Attendance in 2021  

  Other Public  

Boards

Donald C. Berg

Lakewood Ranch,
Florida, US

Chair of the Board¹⁶

Maryse Bertrand

Westmount,
Québec, Canada

-

-

Audit & Finance

Corporate Governance & Social Responsibility (Chair)

Dhaval Buch¹⁷

Singapore

Corporate Governance & Social Responsibility

Marc Caira

Toronto, Ontario,

Canada

-

-

Audit & Finance

Corporate Governance & Social Responsibility

Shirley E. Cunningham

Estero, Florida, US

-

-

Audit & Finance

Compensation & Human Resources (Chair)

Russell Goodman

Mont-Tremblant,
Québec, Canada

-

-

Audit & Finance

Compensation & Human Resources

Charles M. Herington

Miami, Florida, US

-

-

Corporate Governance & Social Responsibility

Compensation & Human Resources

Luc Jobin

Montréal,
Québec, Canada

-

-

Audit & Finance (Chair)

Compensation & Human Resources

Craig A. Leavitt

Red Hook, New York, US

-

-

Audit & Finance

Compensation & Human Resources

Anne Martin-Vachon

Trois-Rivières,
Québec, Canada

-

-

Corporate Governance & Social Responsibility

Compensation & Human Resources

Glenn J. Chamandy

Westmount,
Québec, Canada

-

N/A

The articles of the Company provide that the Board shall consist of not less than five and not more than twelve directors.

Directors are encouraged to attend other committee meetings on a non-voting basis, and many of them do so.

As Chair of the Board, Donald C. Berg is not a member of any Board committee, although he attends all committee meetings on a non-voting basis.

Mr. Dhaval Buch was appointed to the Board in February 2022.

Independent Board Chair

Our Board Chair is independent, which contributes to the Board’s ability to function independently of management and provide effective oversight.

Independent Directors

All directors, except the CEO, are independent, and only independent directors may serve on board committees, which helps ensure they are strong independent advocates for the long-term interests of shareholders.

Limited Outside Directorships

Directors may serve on only four public company boards. Currently, all directors are within the limits aimed at ensuring adequate time for appropriate oversight.

In-Camera Meetings

Independent directors meet without management at each Board and Committee meeting, and many special meetings also include an in-camera meeting of directors. In fiscal 2021, there were 22 in-camera meetings.

Director Term Limits

Directors may not be nominated for re-election after reaching the earlier of the age of 72 or 15 years of service. These limits seek to ensure renewal, which is essential to help the Board maximize its effectiveness over the long-term. Board and committee chair positions are also subject to term limits.

Director Share Ownership Requirements

Each independent director is expected, within a period of five years, to meet and maintain certain share ownership requirements.¹⁸ These requirements align director interests with those of shareholders.

Rigorous Director Evaluation  & Board Effectiveness Process

A formal assessment process is undertaken every year seeking to continuously improve the performance of the Board and its committees. The assessment process also includes the periodic review of Board, committee and director effectiveness by independent advisors.

Board Education and Mentoring Program

New directors participate in a formal on-boarding and mentorship program, and the Board participates in ongoing education to ensure directors have the skills and knowledge required for effective oversight.

Board Diversity Policy

Gender, age, ethnicity and geographic background are considered when choosing qualified director candidates. We believe a diverse Board can best achieve strong long-term performance. Five of eleven directors self-identify as diverse, including three female directors. Two of three committee chairs are women.

CEO and Senior Executive Succession Planning

The Board has a comprehensive management succession plan that includes the CEO and other senior executive officers and reviews it annually.

Code of Ethics

The Board has adopted a Code of Ethics. It applies to Gildan’s officers and employees, as well as to directors. It serves to guide the Company’s operations and business practices throughout the world and to ensure decisions are consistent with Gildan’s core values and principles.

Director Share Ownership requirements require non-executive directors over a period of five years to own Common Shares or DSUs in an amount that is equivalent in value to six times the cash portion of the annual Board retainer.

◆ 

Voting Item 2 – Executive Compensation

  Pay for   Performance

-

Annual incentive awards are subject to achievement of pre-established performance goals tied to both financial and qualitative objectives.

-

A significant portion of target compensation is “at risk”.

-

Incentive plans have no minimum guaranteed payouts.

-

Long-Term Incentive Plan (“LTIP”) equity awards (PSUs) are 100% performance-based.

  Aligned with   Shareholder   Interests

-

Compensation is aligned to both individual and Company performance, with an appropriate balance between the short and long-term.

-

CEO and NEOs can defer a portion of their annual short-term incentive into RSUs.

-

CEO and NEOs must meet significant share ownership requirements.

-

CEO is subject to a post-retirement share ownership policy.

-

As of fiscal 2022, for annual LTIP, Total Shareholder Return (“TSR”) is added as a key metric and will be measured against a peer group; for STIP, Environmental Social and Governance (“ESG”) is added as part of the strategic individual objectives.

  Effective   Governance

-

Board oversight by a qualified, experienced and independent HR Committee.

-

Advice of an independent and experienced compensation advisor.

-

Benchmarking of our compensation program against a representative and relevant peer group.

-

Stress testing and back-testing used to ensure alignment between pay and performance.

-

Say-on-Pay: Annual shareholder advisory vote on executive compensation.

-

Board oversight and structured discretion to modify short and long-term incentive award outcomes, as necessary, to address unforeseen issues.

  Strong Risk   Management   Policies

-

Payout under short and long-term incentive plans are capped at two times target.

-

Prohibition on hedging or monetizing of equity awards.

-

No excessive perquisites.

-

No re-pricing of stock options or grants of stock options at a discount.

-

Clawback Policy for incentive-based pay.

Includes the one-time special award of November 2020 further described in the section entitled “One-Time Special Awards”. The actual value is calculated as vesting at 75% as at the end of fiscal 2021. For further analysis, refer to the Section “Lookback Analysis” in Item 2 – Advisory Vote on Executive Compensation.

  How to Read the   Table:

-

The table shows a comparison of the following three items using a reported base value and investment of $100;

  Reported   Compensation

-

Total direct compensation for the CEO as reported in the summary compensation table of each fiscal year (base salary, short-term incentive paid and long-term incentive awards), reported on a $100-basis;

  Realized/Realizable   as at   January 2, 2022

-

Realized and realizable pay for the CEO in proportion of the reported compensation, calculated as at the end of fiscal 2021; and

  Value for   Shareholders

-

The cumulative value of a $100 investment made by Gildan’s shareholders over the same measurement periods (TSR) as at the end of fiscal 2021.

Adopting relative performance measures, using our Proxy Reference Group, for determining future award payouts under the LTIP;

Adding TSR to the existing measures of Revenue and Return on Net Assets, as key performance measures under the LTIP;

Including ESG goals in the short-term incentive program.

◆ 

Voting Item 3 – Appointment of Auditors

Last year, a majority of shareholders (59.14%) voted against the non-binding advisory vote on Executive Compensation for fiscal 2020.

The Board of Directors recommends a vote FOR each of the director nominees

The one-year term ends at the next annual meeting of shareholders or when a successor is elected, unless the director resigns, or the office otherwise becomes vacant.

As detailed elsewhere in this Circular, the Governance Committee is composed entirely of independent directors, and has a written mandate establishing its role and responsibilities.

Director Tenure

The following chart indicates the number of years each director has served as at March 8, 2022.

Director Gender diversity

The following chart indicates the gender of each director as at March 8, 2022.

Director Age diversity

The following chart indicates the age of each director as at March 8, 2022.

Geographical location

The following chart indicates the residential geographical location of each director as at March 8, 2022.

Age 66

Lakewood Ranch,

Florida,

United States

Director since

February 2015

Independent

Donald C. Berg    

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. 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). In addition to Gildan, he is a member of the Board of Beam Suntory International, the third largest global spirits company wholly owned by Tokyo-based Suntory Holdings Group. 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.

“Independent” means the director meets the standards of independence established under Section 303A.02 of the New York Stock Exchange Listed Company Manual, Section 301 of the Sarbanes-Oxley Act of 2002 and Section 1.2 of the CSA National Instrument 58-101 (Disclosure of Corporate Governance Practices). The independence of directors is determined by the Board based on the results of independence questionnaires completed by each director annually, as well as other factual circumstances reviewed on an ongoing basis.

Age 63

Westmount, Québec,

Canada

Director since May 2018

Independent

Maryse Bertrand    

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 a Vice-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.

2021

2020

99.3%

98.4%

Metro Inc.

Age 61

Singapore

Director since

February 2022

Independent

Dhaval Buch    

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. 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.

Age 68

Toronto,

Ontario,

Canada

Director since

May 2018

Independent

Marc Caira    

Marc Caira serves on the Board of Directors of Minto Group, a private real estate developer, Flow Beverage, a fast-growing alkaline spring water beverage company 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.

Age 60

Westmount, Québec,

Canada

Director since

May 1984

Not Independent (Management)

Glenn J. Chamandy    

Glenn J. Chamandy is one of the founders of the Company 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 thirty 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.

Age 61

Estero,

Florida, United States

Director since February 2017

Independent

Shirley E. Cunningham    

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. 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.

Kemira Oyj

Age 68

Mont- Tremblant, Québec,

Canada

Director since December 2010

Independent

Russell Goodman    

Russell Goodman is a corporate director of public, private and not-for-profit companies. In addition to Gildan, he currently serves on the Board of Directors of Metro Inc., a leader in grocery and pharmaceutical distribution in Canada, where he is Chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee and the Board of Directors of Northland Power Inc., a leading global independent power producer, where he is Lead Independent Director, Chair of the Audit Committee and a member of the Compensation Committee. Mr. Goodman is also Chairman of the Independent Review Committee of IG Wealth Management Funds, which comprise mutual funds, ETFs and other wealth management solutions managed by entities within the Power Corporation group of companies. Mr. Goodman spent his business career at PricewaterhouseCoopers LLP until his retirement in 2011. From 1998 to 2011, he was the Managing Partner of various business units across Canada and the Americas and held global leadership roles in the services and transportation industry sectors. Mr. Goodman is a Fellow Chartered Professional Accountant and a holder of the ICD.D designation from the Institute of Corporate Directors. He completed a Bachelor of Commerce degree from McGill University, is a recipient of the Governor General of Canada’s Sovereign’s Medal for Volunteers and is a member of the Canadian Ski Hall of Fame.

2021

2020

90.1%

97.7%

Metro Inc.

Northland Power Inc.

Age 62

Miami,

Florida,

United States

Director since May 2018

Independent

Charles M. Herington    

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; Accupac; and Klox Technologies. 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.

2021

2020

90.3%

98.9%

Molson Coors Beverage Company

Age 62

Montréal,

Québec,

Canada

Director since February 2020

Independent

Luc Jobin    

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.

2021

2020

89.4%

99.5%

British American Tobacco p.l.c.

Age 61

Red Hook, New York, United States

Director since May 2018

Independent

Craig A. Leavitt    

Craig A. Leavitt has had a career as a business leader in the retail 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 Boards of Directors of Build-A-Bear Workshop Inc., a global, interactive retail destination for creating customizable stuffed animals, where he is Non-Executive Chair, and Crate & Barrel, an industry-leading home furnishings specialty retailer. Mr. Leavitt holds a Bachelor of Arts degree from Franklin & Marshall College.

Age 60

Trois-Rivières, Québec,

Canada

Director since February 2015

Independent

Anne Martin-Vachon    

Anne Martin-Vachon is the 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. 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.

Director

Board of 

    Directors     

Overall

    Attendance    

Audit &

    Finance    

Corporate
Governance &
Social

    Responsibility    

    Compensation    

& Human
Resources

Glenn J. Chamandy²⁵

William D. Anderson²⁶

Donald C. Berg²⁷

Maryse Bertrand

Marc Caira

Shirley E. Cunningham

Russell Goodman

Charles M. Herington

Luc Jobin

Craig A. Leavitt

Anne Martin-Vachon

Type of Compensation

Board of Directors

Audit and Finance Committee

Compensation and Human Resources Committee

Corporate Governance and Social Responsibility Committee

Mr. Dhaval Buch was appointed to the Board in February 2022 and is standing for election for the first time at this Meeting.

The Board has an open committee format with directors encouraged to attend all committee meetings, regardless of membership, on a non-voting basis.

As CEO of the Company, Glenn J. Chamandy is not a member of any Board committee, although he attends committee meetings as a non-voting participant at the invitation of the committee chairs.

Mr. William D. Anderson retired from the Board effective February 25, 2021.

As Chair of the Board, Donald C. Berg is not a member of any Board committee, although he attends all committee meetings on a non-voting basis.

In this Circular, an Outside Director is a director of the Board who is not an employee or officer of the Company (“Outside Director”).

For the Chair, the annual compensation includes the Board retainer fees. Irrespective of whether the Board Chair has met the minimum share ownership requirements, $180,000 of the Board Chair retainer is paid in DSUs. See the section entitled “Director Share Ownership Policy”.

For the other members of the Board, $120,000 of the Board retainer is paid in DSUs, irrespective of whether the director’s minimum share ownership requirements have been met. See the section entitled “Director Share Ownership Policy”.

Director

            Retainer Fees                 

Earned³¹

            Share-Based             

Awards³²

            Total             

William D. Anderson³³

Donald C. Berg

Maryse Bertrand

Marc Caira

Shirley E. Cunningham

Russell Goodman

Charles M. Herington

Luc Jobin

Craig A. Leavitt

Anne Martin-Vachon

Director

    Common    

Shares³⁵

    Total Common    

Shares and DSUs

Total Market

    Value of Common    

Shares and DSUs³⁷

    Meets Minimum    

Shareholding
Requirement³⁸

Donald C. Berg

Maryse Bertrand

Marc Caira³⁹

Shirley E. Cunningham

Russell Goodman⁴⁰

Charles M. Herington⁴¹

Luc Jobin

Craig A. Leavitt

Anne Martin-Vachon

These amounts represent the portion of annual compensation paid in cash to the Outside Directors.

These amounts represent the cash value of the portion of the annual compensation paid in DSUs to the Outside Directors. A portion of the retainer fees is paid in DSUs to all Outside Directors. Certain Outside Directors have elected under the DSUP to receive some or all of the remaining balance of their annual compensation in DSUs.

Mr. William D. Anderson retired from the Board effective February 25, 2021.

This table does not include Mr. Dhaval Buch, who was appointed to the Board in February 2022 and is standing for election for the first time at the Meeting. Mr. Buch has a period of five years to meet the minimum shareholder requirement.

“Common Shares” refers to the number of Common Shares beneficially owned by the director as at the end of fiscal 2021 (January 2, 2022).

“DSUs” refers to the number of deferred share units held by the director as at the end of fiscal 2021 (January 2, 2022).

“Total Market Value of Common Shares and DSUs” is determined by multiplying the total Common Shares and DSUs held at fiscal year-end by $42.39, the closing price of the Common Shares on the New York Stock Exchange (“NYSE”) on December 31, 2021, the last trading day prior to fiscal year-end.

See section on Director Share Ownership Policy.

1,560 Common Shares are owned indirectly by Mr. Caira’s grandchild.

12,000 Common Shares are owned directly by Mr. Goodman and 2,500 Common Shares are owned indirectly by his spouse.

5,200 Common Shares are owned indirectly by The Charles Manuel Herington Living Trust.

Director

        Market or Payout Value⁴⁴                    

Donald C. Berg

Maryse Bertrand

Marc Caira

Shirley E. Cunningham

Russell Goodman

Charles M. Herington

Luc Jobin

Craig A. Leavitt

Anne Martin-Vachon

This table does not include Mr. Dhaval Buch, who was appointed to the Board in February 2022 and is standing for election for the first time at the Meeting. Mr. Buch has a period of five years to meet the minimum shareholder requirement.

The “Number of Shares or Units of Shares That Have Not Vested” represent all awards of DSUs outstanding at fiscal year-end, including the additional DSUs credited to the Outside Directors on the payment date of the Company’s cash dividend on the Common Shares paid in 2021 (June 21, September 20 and December 20), as provided in the DSUP (see the section entitled “Required Payment in DSUs & DSU Plan for Outside Directors”).

“Market or Payout Value of Share-Based Awards That Have Not Vested” is determined by multiplying the number of DSUs held at fiscal year-end by $42.39, the closing price of the Common Shares on the NYSE on December 31, 2021, the last trading day prior to fiscal year-end.

See table under Outside Director Compensation. Following two years with no increase to director compensation, in October 2020, a review of director compensation was undertaken, supported by Willis Towers Watson. The review had found that the director compensation policy was below the market median based on the Proxy Reference Group (as defined later in this Circular). Outside Directors are also reimbursed for travel and other out-of-pocket expenses incurred in attending meetings.

This determination is irrespective of whether the Outside Director has achieved the minimum shareholding requirement under the Director Share Ownership Policy.

Director Share Ownership requirements require non-executive directors within a period of five years to own and maintain Common Shares or DSUs in an amount that is equivalent in value to six times the cash portion of the annual Board retainer.

The value of a DSU is based on the average of the closing prices of the Common Shares on the NYSE for the five trading days immediately preceding the date of the calculation (the “DSU Value”), which for this purpose is the last day of each fiscal quarter of the Company. DSUs granted under the DSUP will be redeemable, and the value thereof payable, only after the director ceases to act as a director of the Company.

Audit and Finance Committee⁵⁰

Pages 32 - 33

Corporate Governance and Social Responsibility Committee⁵¹

Pages 34 - 35

Compensation and Human Resources Committee⁵²

Pages 36 - 37

The Board and each committee are chaired by an independent director and all committee members are independent directors.

The Board and each committee have a written mandate.

The Board and each committee meet quarterly at regularly scheduled meetings.

The Board and each committee have the knowledge, experience and background required to fulfill their respective mandates.

Where approval authority has been delegated, a committee of the Board may approve the matter.

The Audit and Finance Committee is referred in the text as the Audit Committee.

The Corporate Governance and Social Responsibility Committee is referred in the text as the Governance Committee.

The Compensation and Human Resources Committee is referred in the text as the HR Committee.

  Board Chair

-

Manage the Board and ensure that the Board carries out its mandate effectively.

-

Ensure the boundaries between Board and management responsibilities are respected.

-

Act as a liaison between the Board and management.

-

Work with the CEO.

-

Provide leadership to enhance Board effectiveness, ensuring that the Board works as a cohesive group.

-

Communicate with the Board on important issues in between meetings.

  Committee Chairs

-

Manage the respective committee and ensure that it carries out its mandate effectively.

-

Provide leadership to enhance the committee’s effectiveness

-

Ensure the committee discharges its duties and responsibilities.

-

Report regularly to the Board on the business of their committee.

-

Make recommendations as necessary or appropriate.

  President and Chief

  Executive Officer

In conjunction with the management team, the CEO is responsible for:

-

The management of the Company’s strategic and operational agenda and for the execution of the decisions of the Board.

-

Advising the Board on a regular basis of the results being achieved, and to present alternative plans and strategies for approval, in keeping with evolving business conditions.

The committee mandates are available on the Company’s website at https://gildancorp.com/en/company/governance/.

CEO Objectives and Compensation

-

In collaboration with the HR Committee, reviewed the performance goals and objectives of the CEO for fiscal 2021, and evaluated the CEO’s performance in light of these goals and objectives.

Strategic Planning & Operational

Oversight

-

Received quarterly updates from the CEO on the implementation of the Company’s long-term strategic plan.

-

Oversaw the strategic acquisition of Frontier Yarns in the United States and the development of the Kohinoor Project in Bangladesh.

-

Received updates on capacity expansion plans and other strategic business initiatives and key risk items.

-

Reviewed and approved the Company’s fiscal 2021 capital and operating budgets.

-

Reviewed and approved the capital allocation strategy, including dividends and share buy-backs as well as capital investments in capacity.

-

Monitored the Company’s financial position and outlook.

Succession Planning

-

Together with the HR Committee, oversaw the continued development of the succession plans for the senior executive officers.

Board Skills and Composition

-

Together with management and the Governance Committee, reviewed the composition, skills, and diversity of the Board to identify gaps and target specific expertise, recruited one new director and increased the Board size to 11 directors to enhance composition, and increase the breadth and depth of expertise.

ESG Strategy

-

Together with management and the Chair of the Governance Committee, continued to evolve (i) the ESG strategy, including the establishment of the ESG Next Generation Strategy and targets; and (ii) management’s plans to communicate the Company’s sustainability and social responsibility platform.

Board Effectiveness

-

Retained an external advisor to review the effectiveness of the Board and its Committees, assessed Gildan’s practices against those of its peer group and industry-leading companies and made recommendations to the Board.

Management Oversight

-

Met regularly and worked closely with management to oversee the recovery from the ongoing challenges and risks posed by Covid-19.

-

Reviewed the information technology strategy, including the Company’s approach to cyber security risk.

-

Oversaw corporate disclosures and key corporate communications.

-

Ensured a culture of integrity.

Board

Committees

-

Received quarterly reports from each of the three Committees on matters discussed at their meetings and recommendations for Board approval.

-

Reviewed the mandates and working plans of each of the Audit Committee, HR Committee and Governance Committee.

The internal and external auditors maintain a direct line of communication with the Audit Committee, with each meeting separately with the Audit Committee, without management, at least once a quarter.

The Audit Committee also meets separately with management at least once a quarter, and more frequently as required.

All members of the Audit Committee are “independent” and “financially literate” within the meaning of those terms pursuant to the CSA Audit Committee Rules and the NYSE Standards.

The mandate of the Audit Committee and information with respect to the composition, education and experience of the members of the Committee, as well as fees paid to external auditors have been disclosed in Gildan’s Annual Information Form.⁵⁴

See section entitled “Audit Committee Disclosure” of the Annual Information Form of the Company dated February 24, 2022 available on www.sedar.com or www.sec.gov and which may be obtained free of charge, on request, from the Corporate Secretary of the Company.

-

Reviewed the Company’s annual and quarterly consolidated financial statements with management and the external auditors, including the Company’s MD&A disclosure and earnings press releases, prior to their release.

-

Reviewed financial information contained in other documents filed with securities regulatory authorities or used for the Annual Report or investor presentations.

-

Received regular updates on new developments relating to International Financial Reporting Standards and other regulatory developments impacting financial reporting and external audit.

-

Reviewed the external auditors’ quarterly review engagement report and the results of the fiscal 2021 external audit.

-

Oversaw management efforts related to Company’s forecasting capabilities including identification of leading supply and demand indicators.

-

Monitored the integrity and quality of the Company’s accounting and financial reporting process, disclosure controls and procedures, and systems of internal control, through independent discussions with management, the external auditors and the internal auditor, including receiving management’s reports and the reports of the auditors thereon.

-

Oversaw the implementation of policies, procedures and strategies to manage the Company’s financial risks.

-

Reviewed management’s action plans in response to prior internal audit recommendations and monitored the internal audit function’s performance, responsibilities, staffing and budget.

-

Oversaw the execution of the fiscal 2021 internal audit plan and the development of the internal audit plan for fiscal 2022.

-

Evaluated and monitored the qualifications, performance and independence of the Company’s external auditors, including representations by the external auditors describing their internal quality-control procedures.

-

Reviewed and approved the fees paid by the Company to the external auditors for all audit and non-audit services in accordance with its policies defining audit and permitted non-audit services provided by the external auditors.

-

Discussed with the external auditors the quality, appropriateness and disclosure of the Company’s accounting policies.

-

Reviewed the 2021 audit plan prepared by the external auditors, including changes and updates from the 2020 plan.

-

Received quarterly reports from the external auditors on the application of specified audit procedures on the Company’s use of non-GAAP financial measures.

-

Reviewed the Company’s policies regarding hedging activity and derivatives contracts to address risks associated with foreign exchange fluctuations, commodity prices and interest rates, and received quarterly updates from management’s Financial Risk Management Committee in this regard.

-

Continued to oversee the plans, processes, controls, risk assessments, tests and risk mitigation actions relating to cyber security, crisis management, business continuity and privacy exposures.

-

Oversaw the plans, processes and controls relating to the post Covid-19 transitions to the work-from-home and office environments.

-

Reviewed the Company’s risk mitigation strategies, including insurance coverage, as well as the Enterprise Risk Management program.

-

Received quarterly reports on complaints made through the Company’s whistleblowing hotline.

Composition and Performance of the Board & Committees

-

Reviewed the composition, skills, and diversity to identify gaps and target specific expertise.

-

Recommended the increase of the Board size to 11 directors to enhance composition and to increase the breadth and depth of expertise.

-

Retained an external advisor to review the effectiveness of the Board and its Committees, assess Gildan’s practices against those of its peer group and industry-leading companies, and made recommendations to the Board.

Director Recruitment and Onboarding

-

Recruited a new director with expertise in international supply chain and sustainable sourcing.

-

Established a mentorship program for new directors.

Director Education

-

Continued to enhance the director education program by identifying education opportunities at or in between scheduled Board and committee meetings that provide in-depth reviews of strategic/operational risks and activities.

Board Diversity Policy

-

Revised the Board Diversity Policy and monitored the implementation of the Policy to ensure that the Board achieves its diversity objectives.

Corporate Governance Matters

-

Reviewed and recommended improvements to the Company’s governance principles and policies and monitored the disclosure of such principles.

Shareholder Engagement

-

Oversaw the Shareholder Engagement Policy and implemented a proactive shareholder engagement plan for key institutional shareholders.

-

In relation to last year’s Say-on-Pay, planned engagement meetings with the largest shareholders including meetings with several of these shareholders twice.

Regulatory and Compliance

-

Monitored regulatory developments in corporate governance as well as best practices.

-

Received reports on compliance matters during fiscal 2021, including compliance with applicable laws, the Code of Ethics and other key Company policies as well as the global compliance awareness training program.

Environmental and Social Responsibility Matters and Disclosures

-

Monitored the implementation of Gildan’s approach to ESG disclosure and practices, including the 2020 ESG Report.⁵⁵

-

Received regular reports on the Company’s corporate social responsibility program and initiatives.

-

Oversaw the development of the ESG Next Generation Strategy and the development of long-term targets across the five focus areas.

-

Oversaw the creation of an ESG Communication Plan.

Ethics and Compliance

-

Received quarterly reports on the Company’s ethics and compliance activities and programs, including any compliance risks or issues that were identified by management or through the Company’s whistleblowing procedures.

The 2020 ESG Report was published in 2021. See https://www.genuineresponsibility.com/en/resources/sustainability-reports/.

See also, subsection entitled “Compensation and Human Resources Committee” under “Our Compensation Practices”.

Compensation Program

-

Sought input from shareholders on the executive compensation program in relation to the Say-on-Pay vote of May 2021.

-

Reviewed the competitiveness and design of senior executive compensation plans and their effectiveness in incentivizing short and long-term strategic plan results.

-

Reviewed key performance indicators and payout ranges in the yearly Short-Term Incentive Plan (“STIP”) and LTIP to ensure alignment with plan objectives and the long-term strategic plan of the Company.

-

Refined the Proxy Reference Group and assessed risks associated with the compensation plans.

-

Continued to monitor and respond, as necessary, to regulatory and governance developments impacting executive compensation, including those published by proxy advisory firms and large institutional shareholders.

-

Reviewed and approved the fiscal 2021 incentive compensation for senior management.

-

Evaluated and monitored the independence, objectivity and performance of the compensation consultant.

Human Resources Matters

-

Received regular updates from management on the human resources actions taken across the organization to address the continued impact of the COVID-19 pandemic.

-

Received regular reports on health and safety matters, including with respect to biosafety measures adopted to protect employees in the workplace during the COVID-19 pandemic.

-

Reviewed and assessed progress on key Human Resources strategic plan initiatives, including the Company’s diversity, equity and inclusion initiatives as well as Gildan’s diversity and inclusion action plan.

-

Received regular reports on employee turnover.

Organizational and Succession Planning

-

Reviewed succession plans for the senior executives and assessed the development plans for key potential successors.

-

Monitored organization planning and development to ensure that it supports the long-term strategic plan, with particular attention to the organizational strength and capacity in sales, marketing, distribution across all channels (wholesale, retail) and geographies (especially those markets where the strategic plan identified growth opportunities), as well as supply chain and manufacturing, to ensure that the Company has the capacity to respond effectively to rapidly evolving market conditions.

CEO Performance Assessment and Compensation

-

In collaboration with the Board, the HR Committee reviewed the performance goals and objectives of the CEO for fiscal 2021, evaluated the CEO’s performance in light of those goals and objectives and recommended for approval to the independent members of the Board the CEO’s compensation.

Directors should not hold more than four public company directorships, including Gildan;

Directors who are chief executive officers or other executive officers of public companies should not hold more than two public company directorships, including Gildan;

Gildan’s CEO may not hold more than two public company directorships, including Gildan; and

Directors may not sit on more than three public company audit committees, including Gildan, without the consent of the Governance Committee and the Board.

This policy only applies in uncontested elections where the number of director nominees is the same as the number of directors to be elected and no proxy materials have been circulated in support of one or more nominees who are not part of the candidates supported by the Board of Directors.

A copy of the Shareholder Engagement Policy is available on the Company’s website at www.gildancorp.com.

The Governance Committee may grant an exception to this requirement when there are extenuating circumstances that prevent a director from meeting this attendance requirement.

External Speaker

Investor Perspectives on Gildan

External Speaker

Emerging Imprintables Channels

External Speaker

Screen-printer Perspectives on Gildan

Management Presentation

Forecasting and Demand for the Company’s Sales Channels

A copy of the Board Diversity Policy is available on the Company’s website at www.gildancorp.com.

For a detailed description of the material risks applicable to Gildan, see the section entitled “Risks and Uncertainties” in the Company’s Management’s Discussion and Analysis dated February 24, 2022.

More information on our ESG program and accomplishments can be found on our website at: https://gildancorp.com/en/responsibility/our-esg-strategy/.

See the section entitled “Environmental, Social and Governance (ESG) Program” in the Company’s “Management’s Discussion and Analysis” dated February 24, 2022, as well as the section entitled “Caution Regarding Forward-Looking Statements”.

The Code of Ethics addresses several matters, including conflicts of interest, integrity of corporate records, confidentiality and protection of private and corporate information, protection and use of corporate assets and opportunities, employee relations, protection of human rights, health and safety, anti-corruption laws, insider trading, anti-trust matters, limitation on environmental impact, compliance with laws and reporting of unethical or illegal behavior.

The Code of Ethics and other key policies are distributed to and signed by each of the Company’s employees when they are hired.

An annual certification process to monitor compliance with the Code of Ethics and other key policies, with the results of such process reported to the Board on an annual basis.

The support of a Compliance team that reports to the Vice-President, General Counsel and Corporate Secretary, responsible for monitoring best practices in ethics and compliance and providing ongoing training initiatives Company-wide.